TruGolf Holdings, Inc.: Nasdaq notifies company of stockholders’ equity noncompliance

What happened TruGolf Holdings, Inc. reported that it received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") stating that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended Jun 30, 2026, the Company’s stockholders’ equity was $2,060,281 and therefore 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 filing also describes the Aug 17, 2026 Acquisition Agreement (as amended Sep 8, 2026 and Sep 29, 2026) with 18141991 Canada Inc. and Polymath Research Inc., the resulting amalgamation into Amalco, and a Financing completed under a Third Amendment, Waiver and Exercise Agreement dated Oct 8, 2026. The Company states that, as of the date of the Current Report on Form 8-K, it believes it has regained compliance with the Stockholders’ Equity Requirement after giving effect to the Acquisition and the Financing.

Key details

• Stockholders’ equity per the Form 10-Q for the quarter ended Jun 30, 2026: $2,060,281; Nasdaq requirement under Rule 5550(b)(1): $2,500,000.
• Under the Acquisition, Polymath shareholders received 257,494 shares of the Company’s Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock; Polymath and SubCo amalgamated to form Amalco, a wholly owned subsidiary.
• Under the Exercise Agreement dated Oct 8, 2026, certain holders exercised 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 $3,278,000) and received additional Series B preferred warrants to purchase 3,000 shares.
• Nasdaq advised the Company it will continue to monitor compliance and that failure to show compliance at the time of its next periodic report may result in delisting.

Why it may matter This filing reports Item 8.01: other events, specifically Nasdaq’s notification regarding noncompliance with the Nasdaq Capital Market stockholders’ equity requirement and the Company’s statement that it believes it has regained compliance after the Acquisition and the Financing. Nasdaq will continue to monitor the Company’s compliance. This filing does not show why the insider traded or why the company acted.