Pomerantz says TruGolf class action alleges securities misstatements

By Atlas Watchline Staff · Legal · August 7, 2026

Pomerantz LLP says investors in TruGolf Holdings may seek lead plaintiff status in a class action alleging securities-related misstatements tied to the company’s capital structure, preferred stock conversions and Nasdaq compliance.

Pomerantz LLP says investors in TruGolf Holdings may seek lead plaintiff status in a class action alleging securities-related misstatements tied to the company’s capital structure, preferred stock conversions and Nasdaq compliance.

Pomerantz LLP said on Aug. 6 that a class action complaint has been filed against TruGolf Holdings, Inc. Investors who bought or otherwise acquired TruGolf securities during the stated class period may seek appointment as lead plaintiff by Sept. 28. The law firm’s notice concerns TruGolf Class A common stock and says the suit alleges false or misleading statements and omitted facts.

The complaint, as summarized in the investor alert, focuses on the company’s capital structure and Series A Convertible Preferred Stock. Pomerantz said the allegations include continuous conversion of preferred shares into Class A shares, dilution and TruGolf’s alleged awareness of the conversion activity in real time.

The notice also says the complaint claims TruGolf said it could not quantify the maximum number of Class A shares that could be issued on conversion, while possessing information that would have allowed it to disclose figures tied to shares issued, remaining stated value, accrued dividends, conversion price, required share reserve, pending notices and possible market-price issuances.

Pomerantz said the complaint further alleges that TruGolf’s April 15, 2026, Form 10-K overstated outstanding Class A shares by 480,504 shares, or about 52%, and that the company later published additional share counts that could not be reconciled for the same reporting dates. The alert says proxy materials also failed to disclose the scale and possible effects of authorized share issuances, including a reserve that would consume about 82% of remaining authorized Class A shares.

According to the notice, the complaint also alleges an April 30, 2026, Form 10-K amendment omitted ATW-related investors with reported 9.9% beneficial ownership. The alert says the suit claims TruGolf did not fully disclose the economic terms of the Series A Preferred Stock, including alternate conversion prices, triggering-event provisions, a default rate, a floor price, five-year dividend make-whole provisions and discounted shares issued.

Pomerantz said the allegations are tied to what it describes as a rapid expansion in TruGolf’s Class A share count, two reverse stock splits and a split-adjusted decline of more than 98% in the stock price. The notice presents those claims as allegations in a filed complaint, not as findings by a court.

The law firm said investors who purchased or otherwise acquired TruGolf securities during the class period may contact Danielle Peyton at Pomerantz LLP for information about the lead plaintiff process. The alert also provides contact details for the firm.

The lead plaintiff deadline stated in the notice is Sept. 28, 2026. The case will proceed through the court process unless resolved or changed by later filings.

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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