8-K: TruGolf Holdings Amends Convertible Securities Agreements, Authorizes $2 Million Stock Repurchase

TruGolf Holdings, Inc. has entered into an amendment and waiver agreement with holders of its convertible notes and preferred stock, adjusting share reserves, increasing authorized common stock, and permitting a $2.0 million share repurchase program.

Summary

• TruGolf Holdings, Inc. (the "Company") and holders of certain convertible notes and convertible preferred stock (the "Holders") entered into an Amendment and Waiver Agreement on May 28, 2025.
• The agreement amends previous securities purchase and exchange agreements, specifically the Securities Purchase Agreement dated February 2, 2024, and the Amendment and Exchange Agreement dated April 22, 2025.
• The Company is now required to reserve no less than 100% of the maximum number of New Warrant Preferred Shares issuable upon exercise of New Preferred Warrants.
• The Company is also required to reserve 38,500,000 New Conversion Shares issuable upon conversion of New Preferred Shares prior to the second business day after the Stockholder Approval Date.
• On or after the second business day after the Stockholder Approval Date, the Company must reserve 100% of the maximum number of New Conversion Shares issuable upon conversion of the New Preferred Shares then outstanding.
• The number of authorized shares of Common Stock the Company is required to seek stockholder approval for has been increased from 500,000,000 to 650,000,000.
• The agreement permits the Company to repurchase up to an aggregate purchase price of $2.0 million of its Common Stock in open market purchases.
• A limited waiver was granted by the Holders, waiving Section 13(e) of the Original Notes and Sections 13(d) and 16(d) of the New Certificate of Designations, to allow the $2.0 million stock repurchase.
• The amendments and waiver become effective upon the Company's receipt of identical amendments from other holders (the "Amendment Date").
• The Company will reimburse the Holder for legal fees and expenses incurred in connection with the preparation and negotiation of this Agreement.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the initiation of a share repurchase program, which can be seen as a positive signal to investors, and the increased flexibility in capital management. However, the need for amendments to existing agreements and the significant increase in authorized shares introduce some neutral or slightly cautious elements.

Positives

• The ability to repurchase up to $2.0 million of Common Stock in open market purchases could signal management's confidence in the company's valuation and potentially provide support for the stock price.
• The amendments provide the Company with greater flexibility in managing its capital structure by adjusting share reserve requirements and increasing authorized shares.

Negatives

• The need to amend existing agreements related to convertible notes and preferred stock could indicate ongoing adjustments or complexities in the company's financing arrangements.
• Increasing the number of authorized shares to 650,000,000, while providing flexibility, also opens the door for potential future dilution if a significant number of new shares are issued.

Risks

• Potential future dilution risk for existing shareholders if the increased authorized shares (up to 650,000,000) are utilized for future capital raises or conversions.
• The effectiveness of the amendments and waiver is contingent upon the Company receiving identical amendments from other holders, introducing a dependency.

Future Outlook

The Company intends to seek stockholder approval for the increased authorized shares of Common Stock. The ability to repurchase shares suggests a potential future action to return value to shareholders or manage share count.

Management Comments

• The report was signed by Christopher Jones, Chief Executive Officer of TruGolf Holdings, Inc.

Industry Context

This filing primarily addresses corporate finance and governance matters specific to TruGolf Holdings, Inc.'s capital structure and existing agreements with investors. It does not provide direct insights into broader industry trends within the golf simulation or related technology sectors, but rather focuses on internal financial management and investor relations.

Corporate Governance

Stakeholder Impact

• **Shareholders:** Potential positive impact from the share repurchase program (up to $2.0 million) which can reduce share count and boost EPS. However, the significant increase in authorized shares (from 500 million to 650 million) introduces a risk of future dilution if these shares are issued.
• **Convertible Note and Preferred Stock Holders:** Their existing agreements have been amended, impacting the terms of their conversion rights and share reservation requirements. They have also granted a waiver to facilitate the share repurchase.

Next Steps

• The Company must receive identical amendments from other holders for the amendments and waiver to become effective.
• The Company is required to seek stockholder approval for the increase in authorized shares of Common Stock from 500,000,000 to 650,000,000.
• The Company plans to file a Current Report on Form 8-K describing the terms of the transactions and attaching the form of the Agreement as an exhibit.

Key Dates

Keywords

TruGolf Holdings, TRUG, convertible notes, convertible preferred stock, stock repurchase, share authorization, SEC filing, 8-K, capital structure, corporate governance