10-K/A: TruGolf Holdings Files Amendment to 10-K to Include Omitted Part III Information

TruGolf Holdings files an amendment to its annual report on Form 10-K to include information previously omitted regarding directors, executive officers, and corporate governance.

Summary

• TruGolf Holdings, Inc. is filing Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required by Part III of Form 10-K, which was previously omitted.
• The original Form 10-K was filed on April 15, 2025.
• The company is including Part III information because it will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year.
• The amendment restates each item of the Original Form 10-K that is amended and includes currently dated certifications by the Company's Principal Executive Officer and Principal Financial Officer.
• The amendment (i) deletes the reference on the cover of the Original Form 10-K to the incorporation by reference information from the Company's definitive proxy statement, (ii) revises Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K and (iii) revises the Exhibit Index of the Original Form 10-K to reflect the filing of new certifications.
• The company had 30,958,82 shares of Class A common stock outstanding as of April 28, 2025.
• The aggregate market value of the common stock held by non-affiliates as of June 30, 2024, was $4.9 million, based on a price of $1.12 per share.
• The board of directors has three standing committees: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee.
• As of December 31, 2024, the company has granted 1,131,000 options with a weighted-average exercise price of $0.93, and 397,168 shares remain available for future issuance under equity compensation plans.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document is primarily a regulatory filing to correct omissions. While it provides information about the company's operations and governance, there are no explicit positive or negative statements that significantly sway the sentiment.

Positives

• The company has established Audit, Compensation, and Governance and Nominating Committees to oversee key aspects of corporate governance.
• The Board of Directors is comprised of a majority of independent directors.
• The company has adopted a Code of Ethics and Business Conduct and an Insider Trading Policy.
• The company has a Dodd-Frank Restatement Recoupment Policy in place.

Negatives

• The filing is an amendment to include previously omitted information, suggesting potential oversights in the original filing.
• Several executive officers and directors had late Form 4 filings related to stock option awards.
• The CEO's salary was $72,000 in 2024, significantly lower than the $150,000 in 2023.

Risks

• The company's reliance on related-party transactions, such as notes payable with entities controlled by the CEO, could present conflicts of interest.
• The company's success depends on retaining key personnel, including the CEO and other executive officers.
• The company operates in a competitive industry and faces risks related to technological changes and market conditions.

Management Comments

• Christopher Jones is considered well-qualified to serve on the TruGolf Board due to his background in video game development and management experience.
• Shaun B. Limbers is considered well-qualified to serve on the TruGolf Board due to his experience with private investments, transaction structuring, and fundraising.
• Humphrey P. Polanen is considered well-qualified to serve on the TruGolf Board due to his experience as an executive, investor, and director with technology companies and private equity firms.
• AJ Redmer is considered well-qualified to serve on the TruGolf Board due to his executive experience in the gaming and entertainment industries.
• Riley Russell is considered well-qualified to serve on the TruGolf Board due to his experience as an executive in the video game, entertainment, and technology sectors.

Industry Context

TruGolf operates in the virtual golf and gaming industry, which is experiencing growth due to technological advancements and increasing consumer interest in immersive entertainment experiences. The company's focus on 3D simulation and partnerships with gaming platforms positions it to capitalize on these trends.

Comparison to Industry Standards

• TruGolf's executive compensation structure, including salary, bonuses, and stock options, is generally consistent with industry standards for small to medium-sized technology companies.
• The company's corporate governance practices, such as having independent directors and established committees, align with Nasdaq listing requirements and SEC regulations.
• Compared to larger gaming companies like Electronic Arts or Activision Blizzard, TruGolf's revenue and market capitalization are significantly smaller, reflecting its position as a smaller player in the industry.

Related Party Transactions

• The company has a $500,000 note payable with ARJ Trust, indirectly controlled by the CEO, with an 8.50% annual interest rate.
• The company has a second $150,000 note with ARJ Trust, indirectly controlled by the CEO, with an 8.50% annual interest rate.
• The company has a $1,750,000 zero-interest note payable with a former shareholder to repurchase shares, payable in annual installments.
• The company has a $220,000 zero-interest note payable with a former shareholder to repurchase shares, payable in semi-annual installments.

Stakeholder Impact

• Shareholders now have access to complete information regarding the company's directors, executive officers, and corporate governance practices.
• Employees are subject to the company's Code of Ethics and Business Conduct and Insider Trading Policy.
• The company's financial performance and strategic decisions may impact suppliers and customers.

Next Steps

• The company will continue to operate under its established corporate governance policies and procedures.
• The company will continue to execute its business strategy in the virtual golf and gaming market.
• The company will file future reports with the SEC as required.

Key Dates

Keywords

TruGolf, Holdings, Directors, Executive Officers, Corporate Governance, Form 10-K/A, Amendment, Compensation, Stock Options, Audit Committee