SUBSEQUENT EVENT |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENT | NOTE 10 – SUBSEQUENT EVENT
Subsequent to June 30, 2026, the Company repaid an additional $6,000 of principal on the loan from its Chief Executive Officer. Following this payment, the outstanding principal balance of the loan was $1,444,000.
Issuance of Common Stock
Subsequent to June 30, 2026, the Company issued an aggregate of shares of Class A common stock with fair values ranging from $ to $ per share for the conversion of shares Series A Preferred Convertible Stock.
Legal Proceedings
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.
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. |