TruGolf Holdings Claims Regained Nasdaq Compliance After Polymath Acquisition

TruGolf Holdings, Inc. reported on October 21, 2026, that it has regained compliance with the Nasdaq Capital Market stockholders' equity requirement following the completion of its acquisition of Polymath Research Inc. The company stated that the addition of Polymath's net assets to its consolidated balance sheet, combined with a recent preferred stock financing, restored its financial position to meet listing standards.

The compliance issue originated from a notification received from the Nasdaq Stock Market Listing Qualifications Department. Based on TruGolf's Form 10-Q for the quarter ended June 30, 2026, the exchange determined the company's stockholders' equity stood at $2,060,281. This figure fell short of the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1), a deficiency first disclosed in an 8-K filing on August 21, 2026.

To address the shortfall, TruGolf consummated transactions under an Acquisition Agreement dated August 17, 2026. The agreement involved 18141991 Canada Inc., a wholly owned subsidiary of TruGolf, and Polymath Research Inc. Under the terms of the deal, Polymath shareholders received 257,494 shares of TruGolf Class A common stock and 136,956 shares of newly designated Series C convertible preferred stock on a pro rata basis.

Following the acquisition, Polymath and the subsidiary amalgamated under the Canada Business Corporations Act to form a single entity known as Amalco. Amalco became a wholly owned subsidiary of TruGolf, with the assets and liabilities of the predecessor corporations continuing as those of the new entity. The acquisition was disclosed in a separate 8-K filing on October 9, 2026.

In parallel with the acquisition, TruGolf executed a Second Amendment, Waiver and Exchange Agreement with holders of its Series A preferred stock on August 17, 2026. This agreement facilitated the exchange of outstanding Series A warrants for new Series B preferred warrants. The closing of this exchange occurred upon the completion of the acquisition.

On October 8, 2026, the company signed a Third Amendment, Waiver and Exercise Agreement with holders of the Series B preferred warrants. Under this arrangement, specific warrant holders purchased 3,278 shares of Series B preferred stock for a total price of $2,950,000. In exchange for this transaction, TruGolf issued additional Series B preferred warrants to buy 3,000 more shares of Series B preferred stock.

Nasdaq has advised TruGolf that it will continue to monitor the company's ongoing compliance with the stockholders' equity requirement. The exchange noted that if TruGolf does not evidence compliance in its next periodic report, it may face delisting proceedings.