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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): June
18, 2025
TruGolf
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
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 |
| Class
A 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
At a special meeting of stockholders
held on May 30, 2025 (the “Special Meeting”) of TruGolf Holdings, Inc. (the “Company”), the stockholders of the
Company approved, among other items, an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”)
to effect a reverse stock split at a ratio in the range of 1-for-5 to 1-for-75, with such ratio to be determined in the discretion of
the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined
by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.
Pursuant to such authority
granted by the Company’s stockholders, the Company’s board of directors approved a one-for-fifty (1:50) reverse stock split
(the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse
Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective
in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on June 23, 2025 (the “Effective Time”). The Amendment
provides that, at the Effective Time, every fifty shares of the Company’s issued and outstanding common stock will automatically
be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.0001.
As a result of the Reverse
Stock Split, the number of shares of Class A common stock outstanding will be reduced from approximately 40.5 million shares to approximately
0.81 million shares, and the number of shares of Class B common stock outstanding will be reduced from approximately 10 million shares
to approximately 0.2 million shares. The number of authorized shares of common stock will remain at 660 million shares, comprised of
650 million shares of Class A common stock and 10 million shares of Class B common stock. As a result of the Reverse Stock Split, proportionate
adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding
stock options, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for
issuance upon exercise or vesting of such stock options, and a proportional increase in the exercise price of all such stock options
. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the
Effective Time will be reduced proportionately.
No fractional shares will
be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest) equal to such fraction multiplied
by the average of the closing sales prices of the common stock during regular trading hours for the five consecutive trading days immediately
preceding the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be
paid for in connection with the foregoing treatment of fractional shares.
The Company’s Class
A common stock is began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on June
23, 2025. The trading symbol for the common stock will remain “TRUG.” The Company’s post-Reverse Stock Split common
stock has a new CUSIP number (CUSIP No. 243733409), but the par value and other terms of the common stock are not affected by the Reverse
Stock Split.
The summary of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 18, 2025, the Company issued a press release to announce that it is filing a certificate
of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock
split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit Description |
| 3.1 |
|
Amendment to Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc. |
| |
|
|
| 99.1 |
|
Press release dated June 18, 2025 |
| |
|
|
| 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:
June 24, 2025 |
TRUGOLF
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Christopher Jones |
| |
Name: |
Christopher
Jones |
| |
Title: |
Chief
Executive Officer |
