TruGolf Holdings, Inc., the golf simulator software and hardware manufacturer, announced 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 extra $15.1 million in gross proceeds to the company.
The three company founders have also 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 note holders to invest in further tranches of debt was terminated, and upon closing of these note exchange transactions, approximately $9.3 million in outstanding debt will be eliminated.
The company reported in a media release that “these actions are part of an effort to improve the capital structure and reduce the debt on its balance sheet 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 regarding the required approval in the future. Further information on the transactions is in the Form 8-K filed by the company on April 23, 2025.
Image courtesy TruGolf
