TruGolf Holdings, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Effective upon the completion of the Business Combination, and in accordance with the terms of the Merger Agreement, (i) each executive officer of DMAQ, other than Humphrey S. Polanen, ceased serving in such capacities, (ii) all the existing members of DMAQ's board of directors, resigned, and (iii) Christopher Jones, Shaun Limbers, Humphrey Polanen, AJ Redmer, and Riley Russell were appointed as directors of the Company.


Effective upon the completion of the Business Combination, Mr. Christopher Jones was appointed Chief Executive Officer, President and Chairman of the Board of the Company. Mr. Lindsay Jones will serve as the Chief Financial Officer of the Company.


Other than as disclosed in this Item 5.02 of this Current Report, reference is made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Management of New TruGolf Following the Business Combination" for biographical information about each of the directors and officers following the Business Combination and to Item 1.01 of this Current Report, which are hereby incorporated herein by reference.


Employment Agreements


Reference is made to the disclosure of the terms of the Executive Employments Agreements in the Proxy Statement/Prospectus in the section entitled "Management of New TruGolf Following the Business Combination -Agreements with management of New TruGolf following the Business Combination," which is hereby incorporated herein by reference.


Compensatory Arrangements for Directors


Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Management of New TruGolf Following the Business Combination - Non-Employee Director Compensation," and "Management of New TruGolf Following the Business Combination - Cash Compensation," and "Management of New TruGolf Following the Business Combination - Equity Compensation," which is hereby incorporated herein by reference.


Conduit Pharmaceuticals Inc. 2023 Stock Incentive Plan


Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "The Equity Incentive Plan Proposal," which is hereby incorporated herein by reference, and the full text of the 2024 Plan which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.


Indemnity Agreements


On January 31, 2024, each of the Company's newly appointed directors and officers entered into indemnity agreements with the Company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Management of New TruGolf Following the Business Combination - Limitation on Liability and Indemnification of Directors and Officer" which is hereby incorporated herein by reference, and the full text of the form of the Indemnity Agreement which is included as Exhibit 10.5 to this Current Report and is incorporated herein by reference.