TruGolf Holdings, Inc. 10-Q

Item 5. Other Information On February 2, 2024, the Company executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed to purchase from the TruGolf Holdings (i) senior convertible notes in the aggregate principal amount of up to $15,500,000 (the “PIPE Convertible Notes”), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company’s Class A common stock (the “Series A Warrants”); and (iii) Series B warrants to initially purchase 1,550,000 shares of the Company’s Class A common stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”) (the “PIPE Financing”). For a description of the terms of the PIPE Financing, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – PIPE Offering”. On August 13, 2024, the Company entered into a waiver and amendment agreement (the “Amendment”), pursuant to which the Company and the PIPE Investors agreed to: (i) waive any breaches or defaults caused by the Company’s failure to timely file its SEC reports through August 14, 2024; (ii) extend the date by which the Additional Optional Closings may occur until 11 months from the effective date of the initial Registration Statement; (iii) permit the Company to raise debt financing from its affiliates through non-convertible, unsecured notes with a maturity date that is later than the maturity date of the PIPE Convertible Notes; (iv) waive certain registration failures until September 3, 2024 and permit the issuance of common stock to satisfy certain registration failures; and (v) allow the Company to satisfy the interest payments due April 1, 2024, July 1, 2024 and October 1, 2024 from the issuance of common stock or by allowing such amounts to be added to the principal amount of the PIPE Convertible Notes, as the option of the PIPE Investors. In addition, certain PIPE Investors agreed to acquire additional PIPE Convertible Notes upon the effective date of the Registration Statement without regard to any volume or price requirements in the instruments. The Company’s Chief Financial Officer, Lindsay Jones, resigned on May 1, 2024 and the Company’s Board of Directors appointed Christopher Jones to serve as interim Chief Financial Officer. The Company has also hired an outside to firm to assist in the performance of the financial reporting matters. There was no severance paid out to Mr. Jones. The former Chief Financial Officer has cooperated with the Company during the interim transition. During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended). 41 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report of Form 10-Q. Exhibit No. Exhibit Description 3.1 Form of Amended and Restated Certificate of Incorporation of New TruGolf incorporated by reference to Annex C to the proxy statement/prospectus filed on December 29, 2023. 3.2 Bylaws of New TruGolf (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on February 6, 2024). 4.1 Form of Series A Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024) 4.2 Form of Series B Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024) 4.3 Form of Notes (incorporated by reference to exhibit 4.1 of the Form 8-K filed on February 7, 2024) 10.1 Securities Purchase Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.1 of the Form 8-K filed on February 7, 2024). 10.2 Registration Rights Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.2 of the Form 8-K filed on February 7, 2024). 10.3 Indemnity Agreement, incorporate by reference to Exhibit 10.5 of the Form 8K filed on February 6, 2024 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. 42 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TruGolf Holdings, Inc. By: /s/ Christopher (Chris) Jones Christopher (Chris) Jones Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: August 20, 2024 43