TruGolf believes it meets Nasdaq's $2.5M equity rule

Nasdaq will continue monitoring TruGolf’s equity compliance and says the company may be subject to delisting if its next periodic report does not evidence compliance.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

TruGolf Holdings, Inc. (TRUG) said it believes it regained compliance with Nasdaq’s $2,500,000 minimum stockholders’ equity requirement as of October 21, 2026, following the completed Polymath acquisition, which added Polymath’s net assets to TruGolf’s consolidated balance sheet, and a preferred-stock financing. TruGolf reported stockholders’ equity of $2,060,281 for the quarter ended June 30, 2026, below the requirement.

In the acquisition, Polymath shareholders received, pro rata, 257,494 shares of Class A common stock and 136,956 shares of Series C convertible preferred stock. Polymath and TruGolf subsidiary SubCo combined as Amalco, a wholly owned TruGolf subsidiary. Under the October 8, 2026 Exercise Agreement, certain Series B preferred warrant holders exercised warrants for 3,278 shares of Series B preferred stock at an aggregate exercise price of $2,950,000, in exchange for additional warrants to purchase 3,000 shares; the stock had a stated value of $3,278,000.

Nasdaq will continue monitoring compliance. If TruGolf does not evidence compliance in its next periodic report, Nasdaq said the company may be subject to delisting.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

Major pointTruGolf believes it regained Nasdaq compliance as of October 21, 2026.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq says TruGolf may be subject to delisting if its next periodic report does not evidence compliance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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

Nasdaq minimum stockholders’ equity requirement: $2,500,000 Stockholders’ equity: $2,060,281 Class A common stock issued to Polymath shareholders: 257,494 shares +5 more

8 metrics

Nasdaq minimum stockholders’ equity requirement $2,500,000 Requirement for continued listing

Stockholders’ equity $2,060,281 Quarter ended June 30, 2026

Class A common stock issued to Polymath shareholders 257,494 shares Acquisition consideration, distributed pro rata

Series C convertible preferred stock issued to Polymath shareholders 136,956 shares Acquisition consideration, distributed pro rata

Series B preferred stock purchased through warrant exercise 3,278 shares Exercise Agreement

Aggregate exercise price $2,950,000 Series B preferred warrant exercise

Stated value $3,278,000 Series B preferred stock

Additional Series B preferred warrants 3,000 shares Shares purchasable under additional warrants

Key Terms

Stockholders’ Equity Requirement, Series C convertible preferred stock, Series B preferred warrants, amalgamated

4 terms

Stockholders’ Equity Requirement regulatory

"minimum stockholders’ equity requirement for continued listing"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

Series C convertible preferred stock financial

"shares of newly designated Series C convertible preferred stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Series B preferred warrants financial

"holders of the Company’s Series B preferred warrants"

Warrants that give the holder the right, but not the obligation, to buy a company’s Series B preferred shares at a specified exercise price and within a specified period. Exercising a Series B preferred warrant typically issues new Series B preferred stock to the holder (rather than common stock), so the purchaser receives the rights and preferences associated with that preferred series; the warrant agreement will set the exercise price, expiration date, any adjustment or anti-dilution rules, and whether cash payment, cashless exercise, or net settlement is allowed. Unlike exchange-traded options, these are bespoke securities created by the issuing company and their terms (conversion features of the underlying preferred, voting, liquidation priority, dividends) are determined by the company’s governing documents and the warrant contract.

amalgamated technical

"Polymath and SubCo amalgamated under the Canada Business Corporations Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Does TRUG meet Nasdaq’s minimum stockholders’ equity requirement?

TruGolf said it believes it regained compliance with Nasdaq’s $2,500,000 minimum stockholders’ equity requirement as of October 21, 2026. The company cited the Polymath acquisition, which added net assets to its consolidated balance sheet, and the financing.

What were the terms of TRUG’s Series B preferred warrant financing?

Certain Series B preferred warrant holders exercised warrants for 3,278 shares of Series B preferred stock at an aggregate exercise price of $2,950,000, in exchange for additional warrants to purchase 3,000 shares. The stock had a stated value of $3,278,000.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/21/2026 - 08:21 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2026

TruGolf Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40970

85-3269086

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

60 North 1400 West Centerville, Utah		84014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 298-1997

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TRUG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events

As previously disclosed in a Current Report on Form 8-K filed on August 21, 2026, TruGolf Holdings, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s stockholders’ equity was $2,060,281, and therefore, the Company did not satisfy the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”).

As previously disclosed in a Current Report on Form 8-K filed on October 9, 2026, the Company consummated the transactions set forth in an Acquisition Agreement dated August 17, 2026, as amended on September 8, 2026 and September 29, 2026 (the “Acquisition Agreement”), with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”) (the “Acquisition”). At the effective time of the Acquisition, Polymath shareholders received, on a pro rata basis, 257,494 shares of the Company’s Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock.

Pursuant to the Acquisition Agreement, Polymath and SubCo amalgamated under the Canada Business Corporations Act and continued as one corporation (“Amalco”). Upon completion of the Acquisition, each of Polymath and SubCo ceased to exist as a separate entity, the assets and liabilities of each continued as assets and liabilities of Amalco, and Amalco became a wholly owned subsidiary of the Company.

In addition, as previously disclosed, on August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement with the holders of the Company’s Series A preferred stock (the “Series A preferred stock”), pursuant to which the Company agreed to issue new warrants (the “Series B preferred warrants”) to purchase shares of the Company’s newly designated Series B preferred stock (the “Series B preferred stock”) in exchange for outstanding warrants to purchase shares of Series A preferred stock. The closing of the exchange occurred upon completion of the Acquisition. On October 8, 2026, the Company entered into a Third Amendment, Waiver and Exercise Agreement (“Exercise Agreement”) with the holders of the Company’s Series B preferred warrants. Pursuant to the Exercise Agreement, certain holders of Series B preferred warrants exercised their Series B preferred warrants to purchase 3,278 shares of Series B preferred stock for an aggregate exercise price of $2,950,000 (stated value of $3,278,000) in exchange for additional Series B preferred warrants to purchase 3,000 additional shares of Series B preferred stock (the “Financing”).

As a result of the Acquisition, which added Polymath’s net assets to the Company’s consolidated balance sheet, and after giving effect to the Financing, the Company believes that, as of the date of this Current Report on Form 8-K, it has regained compliance with the Stockholders’ Equity Requirement.

Nasdaq has advised the Company that Nasdaq will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of its next periodic report, the Company does not evidence compliance, that it may be subject to delisting.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 21, 2026	TRUGOLF HOLDINGS, INC.

	By:	/s/ Natalie Hirsch
	Name:	Natalie Hirsch
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents