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TruGolf Improves Balance Sheet with Agreement to Eliminate All Convertible Notes

1. TruGolf will convert outstanding convertible notes into Series A Preferred Stock. 2. This conversion will eliminate approximately $9.3 million in outstanding debt. 3. The actions aim to enhance capital structure and meet NASDAQ listing requirements. 4. Shareholder approval is required for the convertible note exchange to proceed. 5. The move may raise an additional $15.1 million if warrants are exercised.

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FAQ

Why Bullish?

The reduction of outstanding debt can enhance financial stability and investor confidence. Historically, similar debt restructurings have led to positive stock price reactions, particularly when followed by improved financial metrics.

How important is it?

The terms of debt conversion significantly impact TruGolf's financial health, crucial for investor confidence and stock performance.

Why Short Term?

Immediate effects expected due to debt elimination and potential positive investor sentiment. Shareholder approval is usually a catalyst that influences quick market reactions.

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All Convertible Notes & Majority of Related Party Notes to be Converted to Equity Salt Lake City, Utah, April 24, 2025 (GLOBE NEWSWIRE) -- TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading provider of golf simulator software and hardware, announced today that it has entered into agreements with its existing noteholders to exchange all its outstanding convertible notes into a newly created Series A Preferred Stock. In addition, the common stock warrants previously issued with the convertible notes were exchanged for a combination of newly created Series A Preferred Stock and warrants to purchase additional Series A Preferred Stock, which, if fully exercised in the sole discretion of the investors, would result in an additional $15.1 million in gross proceeds to the Company. In addition, the three founders of TruGolf, agreed to convert existing dividends owed to them into a combination of Class A common stock and Class B common stock. Upon execution of the exchange agreement, the ability for the noteholders to invest in further tranches of debt was terminated, and upon the closing of these note exchange transactions, approximately $9.3 million in outstanding debt will be eliminated. These actions are part of an effort by the Company to improve the capital structure and reduce the debt on its balance sheet in order to meet the NASDAQ’s continued listing requirements.  The exchange of the convertible notes and the conversion of the Series A Preferred Stock is subject to certain conditions, including the receipt of shareholder approval. The Company intends to hold a shareholder vote in connection with such required approval in the future. Further information around the foregoing transactions can be found in the Form 8-K filed by the company on April 23, 2025.  Disclaimer on Forward Looking Statements This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgements and uncertainties. Forward-looking statements include, without limitation, the closing of the exchange of the convertible notes for Series A Preferred Stock and the ability of the Company to regain compliance with NASDAQ’s continued listing requirements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,'' ''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in the Company's Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC's website, www.sec.gov About TruGolf, Inc.: Since 1983, TruGolf has been passionate about driving the golf industry with innovative indoor golf solutions. TruGolf builds products that capture the spirit of golf. TruGolf's mission is to help grow the game by attempting to make it more Available, Approachable, and Affordable through technology - because TruGolf believes Golf is for Everyone. TruGolf's team has built award-winning video games ("Links"), innovative hardware solutions, and an all-new e-sports platform to connect golfers around the world with E6 CONNECT. Since TruGolf's beginning, TruGolf has continued to attempt to define and redefine what is possible with golf technology. Contact: Michael Bacalmbacal@darrowir.com917-886-9071

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