Pomerantz says it filed class action against TruGolf over securities claims

By Atlas Watchline Staff · Legal · August 13, 2026

Pomerantz LLP said it filed a class action against TruGolf Holdings, Inc. over alleged securities fraud and disclosure failures tied to the company’s capital structure and Nasdaq compliance.

Pomerantz LLP said it filed a class action against TruGolf Holdings, Inc. over alleged securities fraud and disclosure failures tied to the company’s capital structure and Nasdaq compliance.

Pomerantz LLP issued an investor alert on Aug. 13 saying the lawsuit concerns TruGolf Holdings, Inc. and certain officers and/or directors. The firm said investors who bought or otherwise acquired TruGolf securities during the class period may seek appointment as lead plaintiff by Sept. 28, 2026.

The complaint accuses the company of making materially false or misleading statements or omitting material facts about its capital structure, Series A Convertible Preferred Stock, financial reporting and Nasdaq listing compliance, the alert says.

The filing centers on dilution, share counts and financing terms that, according to the alert, affected the company’s stock structure and public disclosures. The notice says the complaint links those issues to a more than 98% decline in the split-adjusted price of TruGolf Class A common stock.

According to the alert, Series A preferred investors were converting preferred shares into increasing numbers of Class A shares at floating and ratcheting conversion prices, which the complaint says caused ongoing dilution. The notice also says each conversion required written notice to TruGolf, giving the company real-time information about conversion activity, issued shares and dilution.

The complaint, as summarized in the alert, also alleges TruGolf said it could not quantify the maximum number of Class A shares issuable upon conversion even though it allegedly had information that would have allowed it to disclose multiple conversion-related metrics. The alert further alleges that TruGolf’s April 15, 2026 Form 10-K overstated outstanding Class A shares by 480,504 shares, or about 52%.

Other allegations cited in the notice include claims that proxy materials did not fully disclose the scale and likely effects of the authorized share issuances, including a share reserve that the alert says would consume about 82% of remaining authorized Class A shares and expose the company to dilution and Nasdaq listing risk. The alert also says an April 30, 2026 Form 10-K amendment identified holders owning more than 5% but omitted ATW-related investors despite a Schedule 13G reporting 9.9% beneficial ownership.

The notice says the complaint also faults TruGolf for not fully describing the economics of the Series A Preferred Stock, including alternate conversion prices, triggering-event provisions, the default rate, floor price, five-year dividend make-whole provisions and discounted Class A shares issued through those terms.

Pomerantz’s alert gives investors a contact at the firm, Danielle Peyton, and says copies of the complaint are available at the firm’s website. The firm also said people who inquire by email should include their mailing address, telephone number and the number of shares purchased.

The alert says the deadline to ask the court to appoint a lead plaintiff is Sept. 28, 2026. It adds that the complaint concerns alleged securities fraud or other unlawful business practices, and that a human review is required because the matter involves allegations against a public company and named officers or directors.

Sources

• PR Newswire / Pomerantz LLP investor alert

Editorial note: This article was prepared with AI assistance and includes source attribution for reader review.

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