Dilution profile // every instrument, one screen, from SEC filings

TruGolf Holdings, Inc. (TRUG)

CIK 1857086 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$259M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
HIGHwarrants = 324% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-93% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~45 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-07-232026-04-15

Latest: 914,267 shares as of Apr 15, 2026 (10-K/A). Share count fell from 29.9M to 30,958.82 between Apr 15, 2025 and Apr 28, 2025, a pattern consistent with a reverse split (roughly 1-for-965); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 3.0M underlying shares, as reported Mar 31, 2025 (10-Q).

Reported exercise price: $2.11 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 3.9M = 914,267 O/S + 3.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding914,267Apr 15, 2026
+ Warrants (aggregate, as tagged) (if exercised)3.0MMar 31, 2025
Fully diluted estimate3.9M+323.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $258.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Nov 18, 2025$200.0M registeredfiling →
S-1Jun 20, 2025$58.9M registeredfiling →
S-1Feb 14, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 3 registered.

EFFECTIVEDec 15, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 18, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATESep 10, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVESep 10, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDSep 9, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDAug 29, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
EXECUTEDJul 22, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDJul 18, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJun 20, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDMay 15, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 23, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 8, 2025Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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