TruGolf Holdings Notified of Nasdaq Noncompliance; Polymath Amalgamation

What Happened

• TruGolf Holdings, Inc. (TRUG) filed an 8-K reporting that on August 19, 2026 Nasdaq notified the company it is not in compliance with the Nasdaq Capital Market minimum stockholders’ equity requirement. As of June 30, 2026 the company reported stockholders’ equity of $2,060,281, below the $2,500,000 minimum. The notice does not affect current trading of TRUG shares, but TruGolf has 45 calendar days (until October 5, 2026) to submit a plan to regain compliance; if accepted Nasdaq may extend the period up to 180 days (until February 15, 2027).
• The filing also updates the previously disclosed acquisition: on August 17, 2026 TruGolf entered into an Acquisition Agreement whereby its wholly owned Canadian subsidiary (18141991 Canada Inc.) will amalgamate with Polymath Research Inc. to form a new corporation (“Amalco”) that will be a TruGolf subsidiary. Relatedly, a Waiver and Exchange Agreement reset the Series A preferred conversion price to $1.00 and certain Series A holders converted shares into Class A common stock.

Key Details

• Stockholders’ equity reported: $2,060,281 (as of June 30, 2026) vs. Nasdaq requirement of $2,500,000.
• Nasdaq timeline: 45 days to submit a compliance plan (deadline Oct 5, 2026); possible extension to Feb 15, 2027 if plan accepted.
• Series A conversions: From Aug 18–21, 2026, $1,525,000 stated value of Series A preferred stock (plus make-whole amounts) converted into 2,688,750 shares of Class A common stock.
• Outstanding preferred and common: ~$4.4 million of Series A stated value remain outstanding (would convert into ~7.69 million Class A shares if converted); Company had 4,572,458 Class A shares outstanding as of Aug 21, 2026.

Why It Matters

• Nasdaq noncompliance is material because TruGolf must restore at least $2.5M in stockholders’ equity or obtain an approved plan and extension to retain its Nasdaq listing. Failure to resolve the deficiency could lead to delisting risk after appeals are exhausted. Trading continues for now under the symbol TRUG.
• The recent conversion activity and the potential conversion of the remaining Series A preferred could significantly increase the number of Class A shares outstanding, which is dilutionary for current shareholders and may affect share supply and per‑share metrics.
• The Polymath amalgamation, if completed, will create a wholly owned subsidiary (Amalco) and is part of the company’s corporate strategy, but the filing does not provide financial results or confirm closing—investors should monitor future disclosures for impacts on revenue, assets, and equity.