Nasdaq warns TruGolf (NASDAQ: TRUG) on equity, potential dilution
Rhea-AI Filing Summary
TruGolf Holdings, Inc. (TRUG) reported that Nasdaq notified the company on August 19, 2026 that its stockholders’ equity was $2,060,281 as of June 30, 2026, below the Nasdaq Capital Market minimum of $2,500,000 required by Listing Rule 5550(b)(1)(A). The Class A common stock continues to trade on Nasdaq under the symbol TRUG while TruGolf has 45 days, until October 5, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company could receive up to 180 days, until February 15, 2027, to demonstrate compliance, with appeal rights if a plan is not accepted.
The company also describes previously announced transactions related to its planned acquisition of Polymath Research Inc. through a Canadian amalgamation, which would create a wholly owned subsidiary. In connection with this, TruGolf entered into a Waiver and Exchange Agreement with certain Series A preferred stockholders, including a reset of the Series A conversion price to $1.00 per share. Between August 18–21, 2026, Series A preferred stock with $1,525,000 stated value converted into 2,688,750 Class A shares. As of August 21, 2026, about $4.4 million of Series A stated value remains outstanding, which if fully converted (including make-whole amounts) would result in approximately 7.69 million additional Class A shares, compared with 4,572,458 Class A shares outstanding on that date. The company notes there is no assurance it will regain or maintain Nasdaq listing compliance.
Positive
- None.
Negative
- Nasdaq notified TruGolf that stockholders’ equity is $2,060,281, below the $2,500,000 minimum required for continued Nasdaq Capital Market listing, creating a risk to the company’s exchange listing if compliance is not regained.
- Outstanding Series A preferred stock of about $4.4 million in stated value could convert into approximately 7.69 million Class A shares versus 4,572,458 currently outstanding, signaling the potential for significant equity dilution if fully converted.
Insights
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8-K Event Classification
4 items: 3.01, 3.02, 8.01, 9.01
4 items
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Stockholders’ equity: $2,060,281
Nasdaq minimum stockholders’ equity requirement: $2,500,000
Plan submission deadline: October 5, 2026
+7 more
10 metrics
Stockholders’ equity
$2,060,281
As of June 30, 2026, used for Nasdaq compliance assessment
Nasdaq minimum stockholders’ equity requirement
$2,500,000
Nasdaq Capital Market Listing Rule 5550(b)(1)(A) threshold
Plan submission deadline
October 5, 2026
45-calendar-day deadline to submit compliance plan after notice
Extended compliance deadline
February 15, 2027
Potential 180-day extension to evidence compliance if plan accepted
Series A conversion price
$1.00 per share
Reset under Second Amendment, Waiver and Exchange Agreement
Series A converted stated value
$1,525,000
Stated value of Series A preferred converted August 18–21, 2026
Shares from recent Series A conversion
2,688,750 shares
Class A common stock issued August 18–21, 2026 upon conversion
Potential additional shares from remaining Series A
7.69 million shares
Approximate Class A shares if remaining Series A fully converted as of August 21, 2026
Class A common stock outstanding
4,572,458 shares
Shares of Class A common stock outstanding as of August 21, 2026
Remaining Series A stated value
$4.4 million
Approximate stated value of Series A preferred stock outstanding as of August 21, 2026
Key Terms
stockholders’ equity, Nasdaq Capital Market, Listing Rule 5550(b)(1)(A), Series A preferred stock, +2 more
6 terms
stockholders’ equity financial
"the Company’s stockholders’ equity was $2,060,281"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
Nasdaq Capital Market market
"not in compliance with Nasdaq Capital Market’s Listing Rule 5550(b)(1)(A)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Listing Rule 5550(b)(1)(A) regulatory
"requires a $2,500,000 minimum stockholders’ equity standard"
Series A preferred stock financial
"certain holders of the Company’s Series A preferred stock"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
conversion price financial
"reset of the Series A conversion price to $1.00 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Canada Business Corporations Act regulatory
"will amalgamate under the Canada Business Corporations Act"
A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.
FAQ
Why did TruGolf Holdings, Inc. (TRUG) receive a Nasdaq deficiency notice?
Nasdaq notified TruGolf that, based on its June 30, 2026 Form 10-Q, stockholders’ equity was $2,060,281, below the Nasdaq Capital Market Listing Rule 5550(b)(1)(A) minimum of $2,500,000 required for continued listing.
Does the Nasdaq notice immediately affect TRUG stock trading?
No. The company states the notification has no immediate effect on the listing or trading of its Class A common stock, which will continue to trade on the Nasdaq Capital Market under the symbol TRUG during the compliance process.
What timeline does TruGolf (TRUG) have to regain Nasdaq compliance?
TruGolf has 45 days, until October 5, 2026, to submit a compliance plan. If Nasdaq accepts it, the company may receive up to 180 days from the notice date, until February 15, 2027, to evidence compliance, with appeal rights if a plan is rejected.
What is the potential additional dilution from TruGolf’s (TRUG) remaining Series A preferred stock?
As of August 21, 2026, about $4.4 million stated value of Series A preferred remains outstanding. If converted on that date with required make-whole amounts, it would result in approximately 7.69 million new Class A shares, versus 4,572,458 Class A shares then outstanding.
What conversion price applies to TruGolf’s (TRUG) Series A preferred stock?
Under the disclosed Waiver and Exchange Agreement, the Series A conversion price was reset to $1.00 per share as of the market closing on the trading day immediately preceding August 17, 2026.
What is TruGolf (TRUG) doing about the Nasdaq listing issue?
TruGolf states it is evaluating alternative courses of action to regain compliance and intends to submit a plan to Nasdaq by October 5, 2026. It also notes there can be no assurance it will regain or maintain compliance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
