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TruGolf Holdings (TRUG) SEC Filings, Apr-Aug 2026

TRUG NASDAQ

The TruGolf Holdings, Inc. (NASDAQ: TRUG) SEC filings page on Stock Titan provides direct access to the company’s official disclosures as filed with the U.S. Securities and Exchange Commission. TruGolf is a smaller reporting company and emerging growth company that files registration statements, current reports, and periodic financial statements detailing its operations in golf simulator software and hardware, launch monitors, and indoor golf technologies.

Through this page, readers can review registration statements on Form S-1/A, where TruGolf describes its capital structure, the registration of Class A common stock underlying Series A Convertible Preferred Stock, and the background of PIPE Convertible Notes and related warrants. These filings outline how TruGolf has exchanged notes and warrants into preferred stock and equity, and how selling securityholders may resell registered shares over time.

TruGolf’s Form 8-K current reports provide insight into material events, including Nasdaq listing matters, reverse stock split actions, and significant financing transactions. For example, the company has filed 8-Ks describing deficiency and delist notices from Nasdaq, its transfer to the Nasdaq Capital Market, and subsequent confirmation that it regained compliance with minimum bid price, equity, and market value requirements. Other 8-Ks discuss a one-for-fifty reverse stock split, exchanges of outstanding notes into Class A and Class B common stock and Series A Preferred Stock, and the exercise of preferred warrants for cash proceeds.

Investors can also use this page to locate TruGolf’s annual and quarterly financial statements, incorporated by reference into registration statements and other filings. These documents present balance sheets, statements of operations, and cash flow information that reflect revenue from golf technology products, gross margins, operating expenses, and net income or loss.

Stock Titan enhances these filings with AI-powered summaries that explain key points in clear language, helping users quickly understand complex capital structure changes, reverse stock split mechanics, and listing compliance discussions. Real-time updates from EDGAR, along with access to ownership-related disclosures such as preferred stock designations and warrant terms, make this page a central resource for analyzing TRUG’s regulatory history and ongoing reporting obligations.

Rhea-AI Summary

TruGolf Holdings, Inc. (TRUG) reported that on August 24, 2026 it used, and posted to its website, a corporate investor presentation furnished as Exhibit 99.1. The presentation, dated August 2026, is provided under a Regulation FD disclosure and is expressly treated as “furnished,” not “filed,” under the Exchange Act and Securities Act unless later specifically incorporated by reference.

The company’s common stock, par value $0.0001 per share, is listed on The Nasdaq Stock Market LLC under the symbol TRUG. The Form 8-K was signed on behalf of TruGolf Holdings, Inc. by Chief Financial Officer Steven Passey.

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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.

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TruGolf Holdings, Inc. entered into an Acquisition Agreement to acquire Canadian tokenization company Polymath Research Inc. via an amalgamation, after which the combined entity (“Amalco”) will be a wholly owned subsidiary. Polymath shareholders will receive TruGolf Class A common stock equal to 19.9% of TruGolf’s Class A shares outstanding immediately before closing, plus newly created Series C convertible preferred stock based on a $140,000,000 reference amount minus the value of the common stock issued.

Closing depends on a concurrent preferred equity financing providing at least $3,000,000 in stated value and other Nasdaq and regulatory conditions, including a minimum $10,000,000 market value of listed securities for ten consecutive trading days. TruGolf will also exchange certain Series A preferred warrants for new Series B preferred warrants exercisable at $900 per share of Series B preferred stock, which carries a stated value of $1,000 and converts into Class A common stock at an initial $1.00 conversion price with anti-dilution features. Series C preferred stock will automatically convert to Class A common stock at a $0.9695 conversion price after required stockholder and, if needed, Nasdaq approvals, subject to strict 19.99% ownership caps and extensive negative covenants.

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TruGolf Holdings, Inc. reported higher revenue but continued losses for the quarter ended June 30, 2026. Quarterly revenue rose to $5.8 million from $4.3 million a year earlier, with gross profit increasing to $3.5 million. Net loss narrowed to $0.4 million from $3.3 million, helped by lower interest expense after prior-period debt exchanges.

For the first six months of 2026, revenue was $10.8 million and net loss $1.9 million, versus $9.7 million and $6.0 million in 2025. Cash and restricted cash totaled $8.5 million with a working capital deficit of $2.3 million and operating cash use of $1.4 million. The company continues to convert Series A Convertible Preferred Stock into Class A shares, which, along with reset features, can increase dilution. Management reports a continuing material weakness in internal control over financial reporting, and notes Nasdaq bid-price noncompliance risk and a newly filed putative securities class and derivative action, which it states it intends to defend.

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TruGolf Holdings, Inc. disclosed that its Chief Financial Officer, Steven K. Passey, has filed an initial Form 3 ownership report. This filing establishes his status as an executive officer subject to insider reporting rules but does not list any specific stock or option transactions.

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TruGolf Holdings, Inc. reported first-quarter 2026 results with continued losses but a smaller deficit than a year earlier. Net revenue was $5,020,262, down modestly from $5,237,825, while net loss improved to $1,447,294 from $2,670,322.

Gross profit fell to $2,682,996 as cost of revenue rose, but operating expenses declined to $3,977,575, helped by greater capitalization of software development. TruGolf ended March 31, 2026 with cash, cash equivalents and restricted cash of $10,936,670 and a working capital deficit of $1,282,452.

The company completed a 1‑for‑10 reverse stock split and continues to rely on complex Series A Convertible Preferred Stock, which carries reset and make-whole features that can materially increase dilution. Disclosure controls and procedures remained ineffective due to a previously identified material weakness in internal control over financial reporting.

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TruGolf Holdings, Inc. submitted a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company states it needs additional time to complete certain items in the financial statements and invoked the Rule 12b-25 standard that the delay could not be cured "without unreasonable effort or expense."

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TruGolf Holdings, Inc. has appointed Steven Passey as Chief Financial Officer, effective May 15, 2026, under a new employment letter. His initial annual base salary is $225,000 for the first three months, rising to $250,000 thereafter, with eligibility for annual equity grants under the company’s stock incentive plans.

He will receive standard executive benefits and expense reimbursement. Passey, age 64, brings prior CFO and senior finance experience across several companies in energy, medical devices, multilevel marketing, and services, and is a Certified Public Accountant with an accounting degree from the University of Utah.

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TruGolf Holdings, Inc. filed Amendment No. 2 to its annual report to add required Part III disclosures on directors, executive compensation, governance and ownership, without changing previously reported financial statements. New CEO and interim CFO details, committee structures and independence determinations are included.

The filing discloses that three of five directors are independent and that all audit, compensation and nominating committee members are independent. It outlines compensation for the chief executive officer and chief experience officer, both with equity incentive opportunities and outstanding options exercisable at $465.00 per share.

The amendment also details beneficial ownership, including multiple-vote Class B shares that increase certain insiders’ voting power, and summarizes related-party loans from the CEO and a trust he controls. Auditor fees paid to Haynie & Company for 2025 and 2024 are presented, along with equity compensation plan capacity and the company’s Dodd-Frank–based clawback policy.

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TruGolf Holdings, Inc. filed an amendment to its annual report for the year ended December 31, 2025 to correct the number of Class A common shares shown on the cover. The company clarifies that 914,267 shares were outstanding as of April 15, 2026, not 1,394,771.

The amendment is limited to the cover page, an explanatory note, the exhibit index, the signature page and updated officer certifications. It does not change any financial statements or other disclosures, which continue to speak as of the original filing date and should be read together with this amendment.

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FAQ

How many TruGolf Holdings (TRUG) SEC filings are available on StockTitan?

StockTitan tracks 43 SEC filings for TruGolf Holdings (TRUG), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for TruGolf Holdings (TRUG)?

The most recent SEC filing for TruGolf Holdings (TRUG) was filed on August 24, 2026.