TruGolf enters up to $15.5M PIPE financing with convertible notes and warrants

TruGolf Holdings, Inc.

Initial closing of $4.65M aggregate principal convertible notes at 10% OID for $4.185M gross proceeds; up to $15.5M total.
Notes bear 10% interest (15% if paid in stock), convertible at $10/share, with downside price adjustments and 25% redemption premium on default.
Series A warrants (5yr, $13 strike) and Series B warrants (30mo, $10 strike) issued; exercise prices subject to automatic adjustments.
Company files registration statement for resale of underlying shares within 30 days; stockholder vote required for full conversion/exercise under Nasdaq rules.
Agreement supersedes prior loan agreements from Nov/Dec 2023; existing investors participate along with new PIPE investors.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TruGolf Holdings, Inc. entered into Purchase Agreement with the PIPE Investors valued at aggregate principal amount of up to $15,500,000 (effective 2024-02-02).

Action: entry
Agreement: equity purchase
Counterparty: the PIPE Investors
Value: aggregate principal amount of up to $15,500,000
Effective: 2024-02-02

Exact text from the filing

On February 2, 2024, TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.) (the “Company”) executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors (together, the “PIPE Investors”).

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TruGolf Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-24-005259

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