Lawsuit Alert: Investors who lost money with TruGolf Holdings, Inc. (NASDAQ: TRUG) shares should contact the Shareholders Foundation

An investor, who purchased shares of TruGolf Holdings, Inc. (NASDAQ: TRUG), filed a lawsuit over alleged violations of Federal Securities Laws by TruGolf Holdings, Inc. in connection with certain allegedly false and misleading statements made between September 10, 2025 through May 20, 2026.

Investors who purchased a significant amount of shares of TruGolf Holdings, Inc. (NASDAQ: TRUG) have certain options and for certain investors are short and strict deadlines running. Deadline: September 28, 2026. NASDAQ: TRUG investors should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

Centerville, UT based TruGolf Holdings, Inc., through its subsidiary, engages in the design, development, manufacture, and sale of golf simulators for residential and commercial applications in the United States. TruGolf Holdings, Inc. (NASDAQ: TRUG) reported that its annual Total Revenue declined from $21.28 million in 2024 to $18.88 million in 2025, and that its Net Loss increased from $8.8 million in 2024 to $15.23 million in 2025.

In April 2025, TruGolf's board approved agreements exchanging previously issued PIPE warrants and notes for a newly created Series A Convertible Preferred Stock (the "Series A Preferred") convertible into Class A common stock at floating, ratcheting conversion prices: as conversions and resales pressured the market price of the Class A shares downward, the conversion price reset downward, entitling the holders to still more shares. In June 2025, the Company registered for resale up to 420,825,000 shares of Class A common stock issuable upon conversion, more than ten times the approximately 40.5 million Class A shares then outstanding

The plaintiff says that the Company's own filings establish, on three separate occasions, the unreliability of Defendants' capital-structure disclosures. First, on April 17, 2026, just two days after filing its fiscal 2025 annual report, the Company amended the report solely to correct the number of its Class A shares outstanding. The signed original had overstated that figure by 480,504 shares, or approximately 52%. Second, the Company's Q1 2026 Form 10-Q contains irreconcilable figures for the number of Class A shares outstanding as of December 31, 2025. The balance sheet reports 422,899 shares, consistent with the fiscal 2025 Form 10-K, while management's discussion states that the count "was reduced from 5,355,626 to approximately 535,563" following the 2026 reverse stock split. The Company offers no explanation for the discrepancy between 535,563 shares and the 422,899 shares reported on its own balance sheet. Third, the Company reported conflicting Class A share counts for the same May 7, 2025 record date. Its May 19, 2025 definitive proxy statement reported 31,417,124 shares, while its June 3, 2025 Form 8-K reporting the voting results identified 35,650,201 shares, an unexplained discrepancy of more than 4.2 million shares. These repeated contradictions show that TruGolf lacked reliable controls over the most basic element of its capital structure and call into question every dilution, ownership, voting, and financial disclosure that depended on those share counts

The plaintiff claims that these disclosure failures were not isolated misfortunes; they were the conditions under which the financing operated.

Shares of TruGolf Holdings, Inc. (NASDAQ: TRUG) declined from $38.50 per share on September 12, 2025, to as low as $0.79 per share on July 31, 2026.

The plaintiff claims that between September 10, 2025 through May 20, 2026, the defendants misrepresented and/or failed to disclose that: (1) Series A preferred investors were continuously converting their preferred shares into increasing numbers of Class A shares at floating and ratcheting conversion prices, causing massive ongoing dilution that Defendants continued to describe as a contingent or hypothetical future risk; (2) because each conversion required a written notice delivered to TruGolf, the Company received real-time information concerning the conversion activity, the number of shares being issued, and the resulting dilution of its public shareholders; (3) although TruGolf stated that it was "unable to quantify" the maximum number of Class A shares issuable upon conversion, the Company possessed information that would have allowed it to disclose the shares already issued, remaining stated value, accrued dividends, then-effective conversion price, required share reserve, pending conversion notices, and potential issuances at representative market prices; (4) TruGolf's April 15, 2026 Form 10-K overstated the number of its outstanding Class A shares by 480,504 shares, or approximately 52%, and the Company published additional irreconcilable Class A share counts for identical reporting dates; (5) TruGolf's proxy materials failed to disclose the scale and foreseeable consequences of the Class A share issuances being authorized, including that the required share reserve would consume approximately 82% of the Company's remaining authorized Class A shares and expose the Company to continued dilution and Nasdaq listing risk; (6) TruGolf's April 30, 2026 Form 10-K amendment purported to identify every person known by the Company to beneficially own more than 5% of its stock while omitting the ATW-related investors whose outstanding Schedule 13G reported beneficial ownership of 9.9%; and (7) TruGolf failed to disclose the complete economic operation of the Series A Preferred Stock, including its alternate conversion prices, triggering-event provisions, default rate, floor price, five-year dividend make- whole provisions, and the number of discounted Class A shares issued through those provisions.

Those who purchased shares of TruGolf Holdings, Inc. (NASDAQ: TRUG) have certain options and should contact the Shareholders Foundation.

Contact:
Michael Daniels
Shareholders Foundation, Inc.
3111 Camino Del Rio North
Suite 423
San Diego, CA 92108
Tel: +1-(858)-779-1554
E-Mail: mail@shareholdersfoundation.com

About Shareholders Foundation, Inc.
The Shareholders Foundation, Inc. is a professional portfolio monitoring and settlement claim filing service, and an investor advocacy group, which does research related to shareholder issues and informs investors of securities lawsuits, settlements, judgments, and other legal related news to the stock/financial market. Shareholders Foundation, Inc. is in contact with a large number of shareholders and offers help, support, and assistance for every shareholder. The Shareholders Foundation, Inc. is not a law firm. Referenced cases, investigations, and/or settlements are not filed/initiated/reached and/or are not related to Shareholders Foundation. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

This release was published on openPR.