Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Consummation of Polymath Acquisition As previously disclosed, on August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). On October 8, 2026, the parties consummated the transaction set forth in the Acquisition Agreement.
Pursuant to the Acquisition Agreement, Polymath and SubCo amalgamated under the Canada Business Corporations Act and continued as one corporation (“Amalco”). Upon completion of the amalgamation, each of Polymath and SubCo ceased to exist as a separate entity, the assets and liabilities of each continued as assets and liabilities of Amalco, and Amalco became a wholly owned subsidiary of the Company.
Each outstanding option to purchase Polymath shares, whether vested or unvested, was assumed by the Company and converted into an option to purchase shares of the Company’s Class A common stock on substantially the same terms and conditions, including applicable vesting, forfeiture and post-termination exercise provisions. The number of shares subject to each replacement option and the exercise price of each replacement option were adjusted based on the exchange ratio, subject to applicable tax rules, and the replacement options are governed by the Company’s Equity Incentive Plan.
Following the closing, the Company is required to prepare and file with the Securities and Exchange Commission a proxy statement for a meeting of its stockholders to consider and vote on, among other matters, the conversion of the Series B preferred stock issued in the Concurrent Financing into shares of Class A common stock, the increase in the number of shares under the Company’s current Equity Incentive Plan and/or the adoption of the 2026 Equity Incentive Plan and any necessary charter amendment or related stockholder matters (the “Shareholder Approval”).
The Acquisition Agreement provides for certain post-closing capital allocation arrangements. From and after the effective date, the Company must reserve $2,500,000 from its working capital for the operation of Polymath’s business, the Company’s public company compliance costs and Polymath’s transaction expenses, with the remaining working capital reserved for operation of the Company’s golf-related business. The Company also agreed to allocate 20% of proceeds from future equity financings, excluding funds raised in the initial $3,000,000 tranche (stated value) of the Concurrent Financing (discussed below), to golf-related operations, subject to a cap and other limitations set forth in the Acquisition Agreement. In addition, within six months after closing, the Company must use commercially reasonable efforts to complete financings totaling $500,000 to be applied toward golf-related operations from specified financing sources.
Summary of Series C Preferred Stock At the effective time of the amalgamation, Polymath shareholders received, on a pro rata basis, 257,494 shares of the Company’s Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock (the “Series C preferred stock”).
The Class A common stock consideration equaled 19.99 % of the Company’s issued and outstanding Class A common stock immediately before the effective time, and the Series C preferred stock consideration was determined under a formula based on a $140,000,000 reference amount minus the value of the Class A common stock issued to the Polymath shareholders (such remaining amount, the “Series C Preferred Value”).
On September 8, 2026, the parties entered into an amendment to the Acquisition Agreement (the “Amendment”), pursuant to which the number of shares of Series C preferred stock to be issued was fixed at the Series C Preferred Value divided by $1,000. Each share of Series C preferred stock has a stated value of $1,000 per share. The Amendment provides that the Series C preferred stock is convertible into shares of the Company’s Class A common stock at a conversion ratio equal to the stated value divided by the originally agreed to conversion price of $3.94 per share, subject to adjustment as set forth in the certificate of designation for the Series C preferred stock. In connection with the consummation of the transaction, the parties agreed to amend the conversion price to $11.82 per share.
Effective as of 5:00 p.m. Eastern time on the second business day after the Company has obtained stockholder approval for the conversion of the Series C preferred stock for purposes of Nasdaq Rules 5635(a) and 5635(b) and has obtained Nasdaq approval of a new listing application filed after completion of the acquisition contemplated by the Acquisition Agreement, each outstanding share of Series C preferred stock will automatically convert into a number of shares of Class A common stock equal to the stated value of the Series C preferred stock divided by the conversion price. Following stockholder approval, and subject to the beneficial ownership and other limitations set forth in the certificate of designation, holders may also elect to convert shares of Series C preferred stock into Class A common stock at the conversion price by delivering a notice of conversion to the Company.
Upon issuance of the new Series B preferred warrants, the exchanged Series A preferred warrants were cancelled, and the new Series B preferred warrants are immediately exercisable for shares of Series B preferred stock, which will be convertible into shares of the Company’s Class A common stock at the holder’s option following issuance, subject to the beneficial ownership limitation and the applicable 19.9% limitations imposed by the Nasdaq Marketplace Rules, as described below.
On October 8, 2026, the Company entered into a Third Amendment, Waiver and Exercise Agreement (“Exercise Agreement”)
with the holders of the Company’s Series B preferred warrants. Pursuant to the Exercise Agreement, certain holders of Series B preferred warrants agreed to exercise their Series B preferred warrants to purchase 3,278 shares of Series B preferred stock for an aggregate exercise price of $2,950,000 (stated value of $3,278,000) in exchange for additional Series B preferred warrants to purchase 3,000 additional shares of Series B preferred stock.
In connection with the exchange, the Company entered into a Registration Rights Agreement pursuant to which the Company agreed to file a resale registration statement covering the shares of Class A common stock issuable upon conversion of the Series B preferred stock issued or issuable upon exercise of the new Series B preferred warrants. The Registration Rights Agreement requires the Company to file the initial registration statement within 30 calendar days after the closing date of the acquisition of Polymath and to use reasonable best efforts to cause it to become effective by the applicable effectiveness deadline.
Description of the Series B Preferred Stock In connection with the closing of the exchange, the Company filed a Certificate of Designation establishing the Series B preferred stock (the “Series B COD”). Each share of Series B preferred stock will have a stated value of $1,000, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions, and similar events.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 8, 2026, Humphrey Polanen resigned from the Company’s Board of Directors effective on such date. Mr. Polanen’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On
October 8, 2026, David Hackett was appointed to the Company’s Board of Directors effective on such date. In connection with his appointment, the Company and Mr. Hackett entered into an agreement pursuant to which the Company will pay Mr. Hackett a cash fee of $100,000 for his first year of Board service and $75,000 for each year thereafter, and subject to approval of an increase in the number of shares available pursuant to the Company’s Equity Incentive Plan, the Company has agreed to grant Mr. Hackett options to purchase 46,666 shares of the Company’s common stock at an exercise price equal to the fair market value of the shares on the grant date. There are no arrangements or understandings between Mr. Hackett and any other person pursuant to which Mr. Hackett was selected as a director. There are no family relationships between Mr. Hackett and any director or executive officer of the Company, and Mr. Hackett has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
David Hackett, a current director of Polymath, has over 25 years of financial and management leadership, guiding start-ups through operations, technology, regulatory reporting, corporate governance, public financing and M&A in Canada and the U.S. Mr. Hackett is a CPA and Chartered Accountant with an MBA from Western University’s Ivey School of Business. He currently serves on the board of Vertical Data Inc.
On
October 8, 2026, Natalie Hirsch was appointed to serve as Chief Financial Officer and Chief Operating Officer, and Steven Passey, the Company’s former Chief Financial Officer, was appointed to serve as the Company’s Vice President – Finance of the Company’s golf division. Ms. Hirsch also serves as the Interim Chief Executive Officer of Polymath.
Natalie Hirsch is a finance and operations leader with more than 15 years of experience across public and private companies in fintech, enterprise software, and e-commerce. As CFO of Polymath for the past two years, Ms. Hirsch drives strategic planning, financial modeling, and scaling operations to fuel growth in the tokenization space. Previously, Ms. Hirsch served as Interim CEO and COO of AnalytixInsight Inc. (TSXV), overseeing global operations and serving on the board of its Italian fintech subsidiary. Before that, she spent more than four years at Coinsquare as Vice President of Operations, where she played a key role in establishing and scaling one of Canada’s first regulated investment dealers and alternative trading systems (ATS) for digital assets, helping bridge the gap between traditional capital markets and emerging blockchain infrastructure. A CPA, CA and PMP, Ms. Hirsch holds an MBA with honors from Tel Aviv University’s Recanati School of Business and a Master’s in Management & Professional Accounting from the Rotman School of Management at the University of Toronto.
Effective
October 8, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Natalie Hirsch as the Chief Financial Officer and the Chief Operating Officer. The Company has agreed to pay a base salary of $275,000 per annum, with a bonus of up to 50% of the base salary based upon the achievement of agreed upon performance milestones. The Company also agreed to grant 133,000 stock options which vest as to 25% on each of the four anniversaries of the date of grant, subject to approval of an increase in the number of shares available pursuant to the Company’s Equity Incentive Plan. Ms. Hirsch will participate in the Company’s benefit programs.
The Employment Agreement is for an indefinite term and may be terminated by the Company without cause by the payment of four months of the base salary (which increases to six months after one year of employment). Ms. Hirsch may resign on four weeks’ notice to the Company. If there is a “change of control” as defined in the Employment Agreement and Ms. Hirsch is terminated or resigns for good reason (as defined in the Employment Agreement), then the Company is obligated to pay her twelve months of base salary. The Employment Agreement also contains standard non-solicitation, non-compete, confidentiality and intellectual property provisions protecting the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.4 to the Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events As of October 8, 2026, approximately $3.49 million of stated value of Series A preferred stock remain outstanding.
Item 9.01. Financial Statements and Exhibits.
(a)