TruGolf Sets Series C Conversion at $3.94/Share in Polymath Deal Amendment
TRUG is trading near its 52-week low of $0.36 (9.7% above the low).
Summary
TruGolf amended its Polymath Research acquisition agreement to fix the Series C preferred stock conversion price at $3.94 per share and stated value at $1,000 per share, adding automatic conversion mechanics and restrictive covenants.
Key Events · M&A and Partnerships · TRUG
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Series C Conversion Price Fixed at $3.94
The amendment sets the Series C preferred stock conversion price at $3.94 per share and stated value at $1,000 per share, with automatic conversion upon stockholder and Nasdaq approval.
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Highly Dilutive Conversion Structure
At the $3.94 conversion price versus the current $0.395 stock price, the Series C preferred stock would convert into a number of Class A common shares far exceeding the current outstanding share count, representing severe dilution for existing holders.
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19.99% Ownership Cap Until Nasdaq Approval
Series C conversions are capped at 19.99% of outstanding Class A common stock until Nasdaq approval is obtained, with excess shares deemed void and cancelled.
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Negative Covenants Restrict TruGolf
So long as Series C preferred stock is outstanding, TruGolf cannot incur indebtedness, permit liens, pay dividends, redeem stock, or dispose of assets outside the ordinary course without majority Series C holder consent.
Analysis · TRUG · Manufacturing
The amendment to the Polymath Research acquisition agreement fixes the Series C preferred stock conversion price at $3.94 per share and stated value at $1,000 per share, with automatic conversion upon stockholder and Nasdaq approval. This is a material delta from the prior 8-Ks, which only disclosed the $140 million reference amount and 19.9% common stock consideration. The conversion price is roughly 10x the current $0.395 stock price, meaning the Series C preferred stock would convert into a massive number of Class A common shares if the deal closes — a highly dilutive structure for existing holders. The 19.99% beneficial ownership cap and negative covenants also give Polymath shareholders significant control over TruGolf's capital structure and operations until conversion.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 37.9% of the 895 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, TRUG was trading at $0.40 on NASDAQ in the Manufacturing sector, with a market capitalization of approximately $1.8M. The 52-week trading range was $0.36 to $38.70. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.