8-K: TruGolf Holdings Faces Nasdaq Delisting Threat After Failing to Meet MVPHS and Bid Price Requirements

TruGolf Holdings received a notice from Nasdaq stating that it has not regained compliance with the minimum Market Value of Publicly Held Shares (MVPHS) requirement or the minimum bid price requirement, potentially leading to delisting.

Summary

• TruGolf Holdings, Inc. received a notification from Nasdaq on May 7, 2025, stating that the company has not regained compliance with the minimum Market Value of Publicly Held Shares (MVPHS) requirement or the minimum bid price requirement for continued listing on The Nasdaq Global Market.
• The company previously received a deficiency letter in November 2024 regarding the MVPHS requirement, which mandates a minimum MVPHS of $15,000,000.
• TruGolf also failed to maintain a minimum bid price of $1 per share, as notified in November 2024.
• The company had a compliance period to meet these requirements but has not done so.
• TruGolf previously requested a hearing before a Nasdaq hearing panel regarding its failure to maintain stockholders' equity of at least $10,000,000.
• This hearing is scheduled for May 15, 2025, and the company intends to present a plan to regain compliance with all listing requirements.
• The hearing request has temporarily stayed the suspension and/or delisting of the company's securities.
• There is no guarantee that the Panel will grant the company's request or that TruGolf will regain compliance with all applicable requirements for continued listing.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting threat and failure to meet Nasdaq's listing requirements. While the company is attempting to regain compliance, the outcome is uncertain.

Positives

• The hearing request has temporarily stayed the suspension and/or delisting of the company's securities.
• TruGolf intends to present a plan to regain compliance with all the continued listing requirements of Nasdaq at the hearing.

Negatives

• TruGolf has failed to regain compliance with both the MVPHS and minimum bid price requirements.
• The company received a formal notification from Nasdaq that the Hearings Panel will consider the matter of continued listing.
• There is no assurance that the Panel will grant the company's request or that TruGolf will ultimately regain compliance with all applicable requirements for continued listing.

Risks

• Failure to convince the Nasdaq Hearings Panel could result in the delisting of TruGolf's Class A common stock from The Nasdaq Global Market.
• Continued non-compliance with Nasdaq's listing requirements poses a significant risk to the company's stock value and investor confidence.
• The company's plan to regain compliance may not be accepted by the Panel.

Future Outlook

The company intends to present a plan to regain compliance with all continued listing requirements of Nasdaq at the hearing on May 15, 2025, but there is no assurance that the Panel will grant the company's request or that TruGolf will ultimately regain compliance.

Management Comments

• Christopher Jones, Chief Executive Officer, signed the report on behalf of TruGolf Holdings, Inc.

Industry Context

Many smaller companies struggle to maintain Nasdaq listing compliance, especially in volatile market conditions. Failure to maintain listing can significantly impact investor confidence and access to capital.

Comparison to Industry Standards

• Many companies in the technology and small-cap sectors face similar challenges in maintaining Nasdaq listing compliance.
• Companies like Genius Group and Mullen Automotive have faced similar delisting warnings due to low share prices and market capitalization.
• The outcome of TruGolf's hearing will be closely watched by other companies facing similar issues.

Stakeholder Impact

• Shareholders face the risk of delisting, which could negatively impact the value of their investment.
• Employees may experience uncertainty regarding the company's future.
• Customers and suppliers may be concerned about the company's long-term viability.

Next Steps

• TruGolf will present its plan to regain compliance at the Nasdaq hearing on May 15, 2025.
• The Nasdaq Hearings Panel will render a determination regarding the company's continued listing on The Nasdaq Global Market.

Key Dates

Keywords

Nasdaq, delisting, MVPHS, minimum bid price, compliance, TruGolf Holdings, listing requirements, hearing panel