LOS ANGELES, Aug. 10, 2026 (GLOBE NEWSWIRE) -- The Portnoy Law Firm advises TruGolf Holdings, Inc., (“TruGolf” or the "Company") (NASDAQ: TRUG) investors of a class action on behalf of investors that bought securities between September 10, 2025 through May 20, 2026, inclusive (the “Class Period”). TruGolf investors have until September 28, 2026 to file a lead plaintiff motion.
Investors are encouraged to contact attorney Lesley F. Portnoy, by phone 310-692-8883 or email: lesley@portnoylaw.com, to discuss their legal rights, or join the case via https://portnoylaw.com/TruGolf-Holdings-Inc. The Portnoy Law Firm can provide a complimentary case evaluation and discuss investors’ options for pursuing claims to recover their losses.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements and/or failed to disclose material adverse facts concerning TruGolf's capital structure, Series A Convertible Preferred Stock, financial reporting, and Nasdaq listing compliance. Specifically, the Complaint alleges that 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.
The Complaint alleges that this financing and the related misstatements caused TruGolf's Class A share count to more than double in less than five months, forced the Company to complete two reverse stock splits, and contributed to a decline of more than 98% in the split-adjusted price of TruGolf's Class A common stock.
The Portnoy Law Firm represents investors in pursuing claims caused by corporate wrongdoing. The Firm’s founding partner has recovered over $5.5 billion for aggrieved investors. Attorney advertising. Prior results do not guarantee similar outcomes.
Lesley F. Portnoy, Esq.
Admitted CA, NY and TX Bar
lesley@portnoylaw.com
310-692-8883
www.portnoylaw.com
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