Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 2025, no director or officer adopted
or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy
the affirmative defense conditions of Rule 10b5-1(c) or (ii) “no-Rule 10b5-1 trading arrangement,” as defined in Item 408(c)
of Regulation S-K.
On April 21, 2025, the Company entered into agreements
with the holders of approximately $3.9 million in outstanding notes payable (including accrued interest) originally issued in November
2022, including officers and directors of the Company, pursuant to which such note holders converted all outstanding amounts payable to
such note holders into (i) 8,283,139 shares of the Company’s Class B common stock, with respect to $2.6 million in principal and
interest of such notes payable, and into (ii) 4,233,077 shares of Common Stock, with respect to $1.3 million in principal and interest
of such notes payable, in each case at a conversion price of $0.31204 per share, which was above the closing price of the Company’s
Common Stock prior to conversion.
On April 21, 2025, the Company agreed to cancel and
rescind the conversion of $300,000 of PIPE Convertible Notes, plus interest, as a result of such noteholder not being able to take possession
of such conversion shares prior to the expiration of a DWAC deposit by our transfer agent with the Depository Trust Company.
On April 22, 2025, the Company entered into Exchange
Agreements (the “Exchange Agreements” and each, an “Exchange Agreement”), by and among the Company and each of
the Holders, pursuant to which each such Holder would exchange (i) the amounts remaining outstanding under the PIPE Convertible Notes
and certain other amounts outstanding with respect thereto in the aggregate amount (the “Note Exchange”), and (ii) the PIPE
Warrants. Pursuant to the Exchange Agreements, on the effective date of the Exchange Agreements, the PIPE Warrants were exchanged, in
reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”), into an aggregate of 1,885 shares of the Company’s newly created Series A preferred stock (the “Series A Preferred
Stock” and such Series A Preferred Stock to be issued in the exchange of the PIPE Warrants, the “Initial New Exchange Preferred
Shares”, and such shares of Class A Common Stock (the “Common Stock”) issuable pursuant to the terms of the Certificate
of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Initial New Exchange Conversion
Shares”), and (ii) a warrant to purchase up to 37,033 shares of Series A Preferred Stock.
The Note Exchange will occur on the Closing Date (as
defined in the Exchange Agreements), whereby the amounts owing under the PIPE Convertible Notes will be exchanged into shares of the Company’s
Series A Preferred Stock. From the date of the Exchange Agreements until the date of the Note Exchange, the conversion price of the PIPE
Convertible Notes was reduced to $1.00 per share.
Additionally, the Exchange Agreements amended the
Prior Purchase Agreement and contained certain covenants of the Company to, among other items, hold one or more stockholder meetings no
later than 90 days following the execution of the Exchange Agreements to approve the shares of the Company’s Common Stock issuable
underlying the Series A Preferred Stock upon conversion in compliance with the rules and regulations of the Nasdaq Stock Market.
35
ITEM 6. EXHIBITS
Incorporated
by Reference
Exhibit Number
Exhibit
Description
Form
Exhibit
Filing
Date
10.1
Form of January Waiver, dated as of January 16, 2025
8-K
10.1
1/16/25
10.2
Form of Exchange Agreement
8-K
10.1
4/23/25
10.3
Form of Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock
8-K
10.2
4/23/25
10.4
Form of Warrant to Purchase Series A Convertible Preferred Stock
8-K
10.3
4/23/25
10.5
Form of Registration Rights Agreement
8-K
10.4
4/23/25
31.1*
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer
32.1**
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Taxonomy Extension Schema*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase*
101.LAB
Inline XBRL Taxonomy Label Linkbase*
101.PRE
Inline XBRL Taxonomy Linkbase Document*
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document*
* Filed herewith.
** Furnished herewith
36
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
Name:
Christopher (Chris) Jones
Title:
Chief Executive Officer, Director, Interim Chief Financial Officer
(Principal Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)
Date:
May 15, 2025
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.