Business context and reporting period
TruGolf Holdings, Inc. (Nasdaq: TRUG) filed this Form 8-K on October 9, 2026, reporting events occurring October 8. It completed its acquisition of Polymath Research Inc. through an amalgamation with its wholly owned Canadian subsidiary; the resulting Amalco is a wholly owned subsidiary of TruGolf. This is a transaction filing, not a periodic financial report.
Financial and capital details
- Operating results: The filing provides no revenue, profit, cash flow, margin, debt, or liquidity figures, and no comparable-period financial metrics.
- Acquisition consideration: Polymath shareholders received 257,494 shares of TruGolf Class A common stock—stated as 19.99% of pre-closing outstanding Class A shares—and 136,956 shares of Series C convertible preferred stock, each with a $1,000 stated value. Series C converts at $11.82 per share, subject to terms and approvals.
- Series B financing: Certain holders exercised warrants for 3,278 Series B preferred shares, paying $2.95 million for $3.278 million stated value, and received additional warrants for 3,000 Series B shares. Series B carries a 10% annual dividend (12.5% deemed rate if paid in common shares), initially converts at $10 per share, and has anti-dilution, reset, and make-whole provisions. A $0.73 floor applies to the alternate conversion price described in the filing.
- Outstanding preferred stock: Approximately $3.49 million stated value of Series A preferred stock remained outstanding as of October 8.
- Capital allocation: The company must reserve $2.5 million of working capital for Polymath operations, public-company compliance costs, and Polymath transaction expenses; remaining working capital is reserved for golf-related operations. Subject to contractual limits, 20% of proceeds from future equity financings is allocated to golf operations. Within six months, the company must use commercially reasonable efforts to complete $500,000 in specified financings for golf operations.
Material changes versus the prior comparable period
No prior-period operating results are provided for comparison. The material change reported is the completion of the Polymath acquisition and related issuance and exercise of preferred securities and warrants. TruGolf also appointed Natalie Hirsch CFO and COO, appointed David Hackett to its board, and reported Humphrey Polanen’s board resignation. Steven Passey, the former CFO, became VP–Finance of the golf division.
Outlook, terms, and risks
- Series C conversion requires stockholder approval under Nasdaq rules and Nasdaq approval of a new listing application. Until Nasdaq approval, conversion is restricted by a 19.99% aggregate ownership cap; conversion is not permitted before required approvals.
- Series B conversions are subject to ownership and Nasdaq limits, including a 19.9% aggregate cap and a separate holder beneficial-ownership limit. The preferred terms include dividend obligations, potential conversion-price resets and dilution, make-whole amounts, triggering-event remedies, and restrictive covenants.
- While Series C remains outstanding, specified corporate actions and certain debt, lien, dividend, asset-sale, business, and affiliate-transaction matters are restricted without required holder consent. Series B also imposes covenants and limits certain capital actions.
- The company must file a proxy seeking stockholder approval for matters including Series B and Series C conversion, equity-plan share increases or adoption of a 2026 plan, and related charter matters. A resale registration statement for securities underlying Series B is due to be filed within 30 days after the acquisition closing, with reasonable best efforts to achieve effectiveness by the applicable deadline.
- Following the September 29 reverse stock split, the Series B conversion price is scheduled to be reduced on October 19 under its certificate of designation.
- Hirsch’s agreement provides a $275,000 annual base salary, a bonus opportunity of up to 50% of base salary, and 133,000 options subject to equity-plan share availability approval. Hackett’s agreement provides a $100,000 first-year board fee and $75,000 annually thereafter, plus proposed options subject to plan approval.
- Acquired-business financial statements and pro forma financial information were not included; TruGolf said it intends to file them by amendment within the period specified in the filing, no later than 71 calendar days after the report’s filing due date.
Most important facts for investors to verify
- Review the forthcoming Polymath financial statements and pro forma information, and assess acquisition performance and financing needs once available.
- Track stockholder and Nasdaq approvals, the proxy timetable, and the potential share issuance and dilution from Series B and Series C securities, warrants, and equity awards.
- Confirm the Series B conversion-price adjustment scheduled for October 19 and monitor subsequent reset, dividend, and make-whole effects.
- Check compliance with the working-capital allocation, golf-financing commitments, and Series B resale-registration deadlines.
- Review the full acquisition, preferred-stock, warrant, registration-rights, and employment agreements for detailed conditions, exceptions, and remedies.