trugolf holdings expands authorized shares and addresses nasdaq compliance

TruGolf Holdings, Inc. (NASDAQ:TRUG), currently trading at $0.23 and down nearly 79% over the past year, has announced significant changes following a special stockholder meeting held on May 30, 2025. The company received approval to amend its Certificate of Incorporation, increasing the number of authorized Class A Common Stock shares from 90 million to 650 million. This amendment took effect upon filing with the Delaware Secretary of State on June 2, 2025, as stated in a recent SEC filing. InvestingPro analysis indicates the company is experiencing rapid cash burn with a weak overall financial health score of 1.6 out of 5.

The meeting also saw stockholders voting on several key proposals. One such proposal was to comply with Nasdaq Listing Rule 5635(d) by approving the issuance of Class A common stock upon conversion of Series A Preferred Stock. This proposal received 260,683,188 votes in favor, 1,124,928 against, and 21,499 abstentions. With a market capitalization of just $10.2 million and negative EBITDA of $2.01 million in the last twelve months, these corporate actions are crucial for the company’s future. Get deeper insights into TruGolf’s financial health metrics and 13 additional ProTips with InvestingPro.

Another proposal approved at the meeting was a reverse stock split, granting the Board of Directors the authority to effect a reverse split in the range of 1-for-5 to 1-for-75, as deemed necessary within a year. This measure garnered 260,028,322 votes in favor, 1,794,112 against, and 7,181 abstentions. The stock has shown significant volatility, trading at just 15% of its 52-week high of $1.52.

In addition, the company addressed a Nasdaq compliance issue. TruGolf Holdings had received a deficiency letter from Nasdaq for not meeting the minimum market value of publicly held shares, bid price, and shareholders’ equity requirements. After a hearing on May 15, 2025, Nasdaq granted the company a temporary exception to meet the bid price requirement by July 8, 2025, and the other requirements by July 30, 2025. As part of the resolution, TruGolf’s listing was transferred to the Nasdaq Capital Market, effective today.

The company remains under review by the Nasdaq Listing and Hearing Review Council, which may reassess the decision within 45 days. The information is based on a recent SEC filing.

In other recent news, TruGolf Holdings, Inc. has been granted an extension by the Nasdaq Hearings Panel to meet the exchange’s listing requirements, transitioning to the Nasdaq Capital Market. The company has also announced a new stock repurchase program, authorizing the buyback of up to $2 million of its Class A common stock, aimed at enhancing shareholder value. TruGolf has reached an agreement with certain holders of its convertible notes and preferred stock to modify conversion terms and increase authorized shares, reflecting confidence in its stock. Additionally, the company has outlined a plan to comply with Nasdaq’s listing standards, including a proposed conversion of dividends into common stock and an Equity Line of Credit worth $20 million. TruGolf Holdings has entered into an Equity Purchase Facility Agreement with an institutional investor, allowing the sale of up to $20 million of its Class A common stock, contingent upon stockholder approval. The company emphasizes that these initiatives are intended to bolster financial flexibility and maintain compliance with Nasdaq requirements. These developments are part of TruGolf’s strategic efforts to position itself for sustainable growth and innovation in the competitive golf technology sector.

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