Pomerantz says investors who bought TruGolf securities can seek lead plaintiff status after allegations the company misled shareholders about dilution, share counts, and Nasdaq listing risks tied to its Series A preferred stock.
A securities class action has been filed against TruGolf Holdings, Inc. (NASDAQ: TRUG), alleging the company and certain officers and directors misled investors about the effects of its Series A Convertible Preferred Stock on dilution, financial reporting, and Nasdaq listing compliance. The proposed class covers investors who purchased or otherwise acquired TruGolf securities during the class period, and investors have until Sept. 28, 2026 to ask the court to appoint them as lead plaintiff. The complaint alleges TruGolf described dilution from preferred-share conversions as a contingent future risk even as Series A investors were continuously converting into increasing numbers of Class A shares at floating and ratcheting conversion prices. It says the company had real-time visibility into those conversions because each required written notice, yet still said it was unable to quantify the maximum number of Class A shares issuable upon conversion. The filing also alleges TruGolf's April 15, 2026 Form 10-K overstated outstanding Class A shares by 480,504 shares, or about 52%, that proxy materials failed to spell out the scale of authorized share issuances and related dilution and Nasdaq risks, and that an April 30, 2026 Form 10-K amendment omitted ATW-related investors whose Schedule 13G reported beneficial ownership of 9.9%. Pomerantz LLP said the financing structure and related alleged misstatements caused TruGolf's Class A share count to more than double in less than five months, led to two reverse stock splits, and contributed to a decline of more than 98% in the split-adjusted price of the company's Class A common stock. Investors were directed to Pomerantz for information about joining the case and obtaining a copy of the complaint.