The lawsuit, filed by Pomerantz LLP, claims that TruGolf misrepresented the risks associated with its Series A Convertible Preferred Stock. According to the complaint, the company allegedly downplayed ongoing dilution caused by the conversion of preferred shares into Class A stock, even as it possessed real-time data on the issuances. The litigation highlights a stark discrepancy in the company’s April 15, 2026, Form 10-K, which reportedly overstated outstanding Class A shares by over 52 percent.

Beyond reporting errors, the suit asserts that TruGolf omitted key information regarding major shareholders and failed to provide a clear picture of its Nasdaq listing compliance. These practices allegedly contributed to a decline of more than 98 percent in the split-adjusted price of the company's Class A common stock, a period marked by two reverse stock splits and a doubling of the total share count in under five months. Investors seeking to serve as Lead Plaintiff in the case must petition the court by September 28, 2026.