TruGolf Holdings, Inc. 10-Q

ITEM 1. LEGAL PROCEEDINGS Our Company is a party to various lawsuits, claims, and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to commercial disputes, intellectual property matters, and employment related matters. In addition, our Company may bring claims or initiate lawsuits from time to time against various third parties with respect to matters arising out of the ordinary course of our Company’s business, including but not limited to commercial and intellectual property related matters. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows. On July 24, 2026, a putative class action and shareholder derivative complaint captioned Parker LaChance, individually and on behalf of all others similarly situated, and derivatively on behalf of TruGolf Holdings, Inc. v. TruGolf Holdings, Inc.; Christopher Jones; B. Shaun Limbers; Humphrey P. Polanen; Riley Russell; AJ Redmer; Haynie & Company; SandTrap Opportunities LLC; ATW Opportunities Master Fund II, L.P.; ATW Partners Opportunities Management, LLC; Kerry Propper; and Antonio Ruiz-Giménez was filed against the Company and certain of its current and former officers and directors, Haynie & Company and certain investor entities and individuals in the United States District Court for the District of Utah, Case No. 2:26-cv-00695. The plaintiff, Parker LaChance, purports to bring the action individually and on behalf of a putative class of persons who purchased or otherwise acquired the Company’s Class A common stock between September 10, 2025 and May 20, 2026, and derivatively on behalf of the Company. The complaint alleges, among other things, that the Company’s registration statements, proxy statements, and periodic reports contained material misstatements and omissions arising from certain financing transactions. The complaint purports to assert claims for violation of Sections 11 and 15 of the Securities Act of 1933 against the Company, certain current and former officers and directors, and Haynie & Company; violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder against the Company and certain officers and directors in connection with proxy solicitations; violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, against the Company and its Chief Executive Officer; and, derivatively, claims for breach of fiduciary duty against certain officers and directors, aiding and abetting breach of fiduciary duty against certain investor defendants, and unjust enrichment in the alternative. 18 The complaint seeks, among other relief, class certification, compensatory damages in an amount to be determined at trial together with prejudgment interest, rescission or a rescissory measure of damages under the Securities Act claims to the extent available, damages to the Company (including disgorgement of profits and other benefits) on the derivative claims, corporate governance reforms, an award of costs and attorneys’ fees, and a jury trial. The Company believes it has meritorious defenses to the allegations and intends to defend the action vigorously. At this stage of the proceeding, the Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, if any, and no amounts have been accrued in connection with this matter as of the date of this filing. Except as described above, as of the date of this Form 10-Q, we believe that none of our pending lawsuits, claims, and other proceedings are expected to have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.