Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, TruGolf Holdings, Inc. (the "Company"), entered into that certain Securities Purchase Agreement, dated February 2, 2024 (as may be amended, modified, restated, restructured or supplemented from time to time, the "Prior Purchase Agreement"), pursuant to which certain investors (the "Holders" and each, a "Holder") agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $15,500,000 (the "PIPE Convertible Notes"), (ii) Series A warrants to purchase 1,409,091 shares of the Company's Class A common stock (the "Series A Warrants"); and (iii) Series B warrants to purchase 1,550,000 shares of the Company's Class A common stock (the "Series B Warrants," and collectively with the Series A Warrants, the "PIPE Warrants"). The Prior Purchase Agreement contemplated funding of the PIPE Convertible Notes across multiple tranches.

On April 22, 2025, the Company entered into Exchange Agreements (the "Exchange Agreements" and each, an "Exchange Agreement"), by and among the Company and each of the Holders, pursuant to which each such Holder would exchange (i) the amounts remaining outstanding under the PIPE Convertible Notes and certain other amounts outstanding with respect thereto in the aggregate amount (the "Note Exchange"), and (ii) the PIPE Warrants. Pursuant to the Exchange Agreements, on the effective date of the Exchange Agreements, the PIPE Warrants were exchanged, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), into an aggregate of 1,885 shares of the Company's newly created Series A preferred stock (the "Series A Preferred Stock" and such Series A Preferred Stock to be issued in the exchange of the PIPE Warrants, the "Initial New Exchange Preferred Shares", and such shares of Class A Common Stock (the "Common Stock") issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise, collectively, the "Initial New Exchange Conversion Shares"), and (ii) a warrant to purchase up to 37,033 shares of Series A Preferred Stock.

The Note Exchange will occur on the Closing Date (as defined in the Exchange Agreements), whereby the amounts owing under the PIPE Convertible Notes will be exchanged into shares of the Company's Series A Preferred Stock. From the date of the Exchange Agreements until the date of the Note Exchange, the conversion price of the PIPE Convertible Notes was reduced to $1.00 per share.

Additionally, the Exchange Agreements amended the Prior Purchase Agreement and contained certain covenants of the Company to, among other items, hold one or more stockholder meetings no later than 90 days following the execution of the Exchange Agreements to approve the shares of the Company's Common Stock issuable underlying the Series A Preferred Stock upon conversion in compliance with the rules and regulations of the Nasdaq Stock Market.

This description of the Exchange Agreements and the transactions related thereto does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement filed as Exhibit 10.1 to this current report on Form 8-K.

Series A Convertible Preferred Stock

In connection with the signing of the Exchange Agreement, the Company designated 50,000 shares of the Company's authorized and unissued preferred stock as Series A Preferred Stock and established the rights, preferences and privileges of the Series A Preferred Stock pursuant to the Certificate of Designations of Rights and Preferences of the Series A Preferred Stock (the "Certificate of Designations"), to be filed with the Secretary of State of the State of Delaware, as summarized below:

General. Each share of Series A Preferred Stock has a stated value of $1,000 per share and, when issued, the Series A Preferred Stock will be fully paid and non-assessable.