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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): September 22, 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
1.01 Entry into a Material Definitive Agreement.
On
September 22, 2026 (the “Effective Date”), TruGolf Holdings, Inc. (the “Company”) entered into a Separation and
Settlement Agreement (the “Separation Agreement”) with Christopher Jones, TruGolf, Inc., TruGolf Links Franchising, LLC,
and the Audree Redd Jones Trust (the “Trust”).
Pursuant
to the Separation Agreement, the Company will pay Mr. Jones a severance payment of $100,000, less required taxes and withholdings, payable
in a single lump sum on or before the 30th calendar day after the Effective Date (the “Initial Payment Date”). In addition,
the Company will pay Mr. Jones’s monthly COBRA premiums for continued health coverage for Mr. Jones and his eligible dependents
for up to twelve (12) months following the Effective Date.
Pursuant
to the Separation Agreement, the Company will repay the outstanding demand loan made by Mr. Jones to the Company with an outstanding
principal balance of $1,444,000, as follows: 10% of the outstanding principal balance is due on the Initial Payment Date and the remaining
90% is due on the date that is twelve (12) months after the Initial Payment Date (the “Maturity Date”). The deferred balance
accrues simple interest at a rate of 12% per annum and interest is paid on a monthly basis. The Separation Agreement replaces prior loan
payment terms that required the loan to be repaid on demand.
The
Company also agreed to a repurchase price of $500,000 (the “Buyback Price”) for the repurchase of certain franchise rights
from Mr. Jones and his affiliates initially acquired for such amount in June 2024. Of the Buyback Price, 10% is due on the Initial Payment
Date, and the remaining 90% is due on the Maturity Date. The deferred unpaid amount accrues simple interest at 12% per annum. The deferred
portion is subject to acceleration if the Company resells the franchise rights before the Maturity Date.
During
the period from the Effective Date through the first anniversary of such date, Mr. Jones has agreed to vote all Class B common shares
held by him in accordance with the recommendations of the Company’s board of directors at any meeting of shareholders. Pursuant
to the Separation Agreement, Mr. Jones agreed to make himself available for operational transition consulting services at the Company’s
discretion at a rate of $100 per hour, with Mr. Jones serving as an independent contractor. In addition, the Separation Agreement contains
mutual releases with certain carve-outs.
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of
the Separation and Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Christopher Jones
On
September 22, 2026, Christopher Jones voluntarily resigned from all employment and from all officer, director, and committee positions
with the Company and each of its subsidiaries, effective as of such date.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Appointment
of Jay Heller
On
September 22, 2026, the Board agreed to appoint Jay Heller as an independent member of the Company’s Board.
Mr.
Heller has served as Chief Executive Officer of K Lab AI since May 2026. Mr. Heller brings more than 25 years of capital markets expertise
and a track record of guiding some of the world’s most innovative companies through the public markets. Previously, he served as
Head of Capital Markets at Nasdaq from 2012 until May 2026, leading a team focused on the facilitation of new listings on the exchange,
where, under his leadership, the team executed more than 3,000 IPOs and listings. Prior to his role as Head of Capital Markets, he served
as Senior Managing Director at Nasdaq’s Market Intelligence Desk. Mr. Heller has served on the board of directors of Naoris Quantum
Protocol Inc. since June 2026. Mr. Heller holds a B.S. in Management Science & Economics from Kean University.
Upon
Mr. Heller’s appointment, he will participate in the Company’s standard compensation program for non-employee directors.
There are no arrangements or understandings between Mr. Heller and any other person pursuant to which Mr. Heller was selected as a director.
There are no family relationships between Mr. Heller and any director or executive officer of the Company, and Mr. Heller has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item
8.01. Other Events
As
previously disclosed, on August 17, 2026, the Company entered into a Second Amendment, Waiver and Exchange Agreement (“Waiver and
Exchange Agreement”) with certain holders of the Company’s Series A preferred stock (the “Series A preferred stock”).
The Waiver and Exchange Agreement provided for certain one-time waivers and consents in connection with the Company’s proposed
acquisition of Polymath Research Inc. (“Polymath”), including waivers and consents necessary to permit the acquisition of
Polymath and related issuances. The Waiver and Exchange Agreement also included a reset of the Series A conversion price to $1.00 per
share as of the market closing on the trading day immediately preceding the date of the Waiver and Exchange Agreement. As
of September 21, 2026, approximately $1.76 million of stated value of Series A preferred stock remain outstanding. As of September 21,
2026, the Company has 12,065,115 shares of Class A common stock outstanding.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| No. |
|
Description |
| 10.1 |
|
Separation and Settlement Agreement, dated as of September 22, 2026, by and among TruGolf Holdings, Inc., Christopher Jones, TruGolf, Inc., TruGolf Links Franchising, LLC, and the Audree Redd Jones Trust. |
| 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:
September 24, 2026 |
TRUGOLF
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Steven Passey |
| |
Name: |
Steven
Passey |
| |
Title: |
Chief
Financial Officer |
