Core Insights - TruGolf Links Franchising, LLC has appointed Giovanni "Gio" Dinsay as the Regional Developer for Long Island, expanding its franchise model in the region [1][2] - Dinsay aims to open at least 50 locations on Long Island, leveraging his experience in healthcare and business to enhance the indoor golf experience [2][4] - TruGolf Links is focused on transforming indoor golf with advanced technology, offering a unique blend of realism and accessibility for golfers of all skill levels [3][5] Company Expansion - The company is rapidly expanding its presence across the U.S. through a regional developer model, allowing entrepreneurs to build a network of franchise locations [6][9] - Dinsay has already secured leases for locations in Westbury, Dix Hills, and Farmingdale, with plans to open at least three locations next year [5] - The regional developer franchise model provides opportunities for franchisees to earn revenue while supporting local operations [6][9] Technology and Innovation - TruGolf Links utilizes state-of-the-art indoor golf simulators that incorporate proprietary software and precision tracking systems, enhancing the golfing experience [3][8] - The simulators are also being integrated into health and wellness training, promoting physical health through golf [3][4] - The company has a mission to make golf more available, approachable, and affordable through innovative technology [8]

Core Insights - TruGolf Holdings Inc. has played a significant role in the award-winning Sky Sports Golf broadcast of the 153rd The Open Championship, enhancing its position in golf simulation and technology [1][5] - The global golf simulator market is rapidly expanding, projected to grow from approximately US $1.74 billion in 2024 to nearly US $3.95 billion by 2032, with a compound annual growth rate (CAGR) of ~10.9% [2] - TruGolf's proprietary E6 Apex engine was utilized to create hyper-accurate digital recreations of Royal Portrush Golf Club, showcasing the company's advanced simulation capabilities [3][4] Company Developments - The same simulation technology used in the "Open Zone" broadcast is now available to TruGolf customers through various commercial simulators and home systems, featuring over 15,000 playable global courses [4] - TruGolf's CEO emphasized that the recognition from the Broadcast Sport Awards validates the company's long-term strategy and highlights the growth potential for both TruGolf and the indoor golf market [5] - TruGolf Range combines outdoor golf authenticity with advanced analytics, providing a fully immersive practice environment powered by the E6 Apex simulation engine [6] Product Offerings - TruGolf's LaunchBox and APOGEE launch monitors offer instant shot analysis, allowing players to review and analyze their performance through the E6Golf Web App [7] - The company aims to transform the golfing experience with its innovative technology, making golf more accessible and enjoyable for players [9]

Core Insights - TruGolf Holdings, Inc. reported its third quarter 2025 results, highlighting a pivotal quarter with a focus on restructuring and growth potential for 2026 [3][5]. Financial Highlights - Revenue for Q3 2025 was $4.1 million, down from $6.2 million in Q3 2024, primarily due to changes in product license sales recognition [5][14]. - Gross margin improved to 69.3% in Q3 2025 from 69.1% in Q3 2024 and significantly up from 44.4% in Q2 2025 [4][5]. - The net loss for Q3 2025 increased to $7.3 million compared to a net loss of $0.06 million in Q3 2024, largely due to a non-cash loss of $6.1 million from extinguishing debt [5][14]. - Total liabilities decreased to $16.7 million from $21.8 million at year-end 2024, following the exchange of convertible notes into equity [5][7]. - Cash and cash equivalents increased by 30% to $11.4 million unrestricted and $13.5 million including restricted cash since December 31, 2024 [5][11]. Operational Highlights - The company completed its balance sheet restructuring and regained full NASDAQ compliance, positioning itself for growth in 2026 [3]. - Significant investments were made in product development, including new offerings like E6 APEX and the upcoming TruGolf Range platform [5][14]. - The company is advancing AI-driven analytics and commentary, powered by IBM watsonx.ai, which is expected to differentiate its software ecosystem [5]. Strategic Outlook - The CEO expressed confidence that the share price does not reflect the company's progress and future opportunities, anticipating renewed growth momentum in 2026 [3]. - The company is constructing a franchise and multi-bay facility model, with the first installation in Flower Mound, TX, serving as a blueprint for national rollout [5].

Revenue Performance - Revenue for the nine months ended September 30, 2025, was $13,806,059, a decrease of $1,315,921 or 9% compared to $15,121,980 for the same period in 2024[127] - Revenue decreased by $2,130,830, or 34%, for the three months ended September 30, 2025, compared to the same period in 2024[134] Cost and Expenses - Cost of revenue increased by $200,458, or 4%, for the nine months ended September 30, 2025, primarily due to an increase in simulator costs of $338,627[129] - Cost of revenues decreased by $665,465, or 35%, for the three months ended September 30, 2025, primarily due to the decrease in revenue[135] - Total operating expenses rose by $1,844,917, or 17%, for the nine months ended September 30, 2025, driven by a 55% increase in professional fees[130] - Total operating expenses increased by $520,410, or 15%, for the three months ended September 30, 2025, with selling, general and administrative expenses rising by $1,761,630, or 111%[136] Operating Loss and Income - Operating loss for the nine months ended September 30, 2025, was $4,217,744, compared to an operating loss of $856,448 for the same period in 2024[127] - The company recorded a loss before income taxes of $13,270,036 for the nine months ended September 30, 2025, compared to a loss of $2,931,370 in 2024[127] - Other income (expenses) increased by $6,977,370, or 336%, for the nine months ended September 30, 2025, primarily due to a loss on extinguishment of debt of $6,135,160[131] - Other income (expenses) increased by $5,232,069, or 561%, for the three months ended September 30, 2025, mainly due to a loss on extinguishment of debt[137] Cash Flow and Working Capital - As of September 30, 2025, cash on hand was $13,535,121, with a working capital surplus of $4,159,517, compared to a deficiency of $982,237 as of December 31, 2024[138] - Net cash used in operating activities was $1,978,411 for the nine months ended September 30, 2025, primarily due to a net loss of $13,270,036[143] - Net cash used in investing activities was $2,493,600 for the nine months ended September 30, 2025, primarily due to an increase in capitalized software[145] - Net cash provided by financing activities was $7,125,055 for the nine months ended September 30, 2025, mainly from net proceeds of PIPE Convertible Notes and Series A Preferred Warrants[147] - Current assets increased to $19,158,839 as of September 30, 2025, up from $14,792,931 as of December 31, 2024[141] Strategic Initiatives and Future Outlook - The Company anticipates continued operating losses as it executes its development plans for 2025 and other strategic initiatives[139] Product and Market Development - The latest launch monitor, Apogee, features a voice command system and a laser indicator, enhancing user experience[118] - TruGolf's software records over 725,000 indoor golf shots per day, integrating with approximately 90% of golf technology hardware in the global market[121] - The company’s hardware offerings range from just under $400 to over $100,000, providing a wide range of pricing options[119] - TruGolf has established the Virtual Golf Association, allowing users to earn points through gameplay and compete for real-world prizes[122]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential opportunities for traders before the market opens [1] Premarket Gainers - Cidara Therapeutics, Inc. (CDTX) is up 91% at $203.18 - Binah Capital Group, Inc. (BCG) is up 45% at $2.07 - Invivyd, Inc. (IVVD) is up 42% at $2.52 - Omeros Corporation (OMER) is up 15% at $7.25 - The Oncology Institute, Inc. (TOI) is up 12% at $3.47 - AlphaVest Acquisition Corp (ATMV) is up 11% at $7.99 - ARB IOT Group Limited (ARBB) is up 7% at $7.31 - Hyperion DeFi, Inc. (HYPD) is up 6% at $5.27 - TruGolf Holdings, Inc. (TRUG) is up 6% at $2.02 - Boqii Holding Limited (BQ) is up 5% at $2.24 [3] Premarket Losers - TSS, Inc. (TSSI) is down 40% at $9.12 - StubHub Holdings, Inc. (STUB) is down 20% at $15.02 - ESS Tech, Inc. (GWH) is down 20% at $3.38 - Red Cat Holdings, Inc. (RCAT) is down 17% at $6.38 - WhiteFiber, Inc. (WYFI) is down 15% at $16.81 - New Era Energy & Digital, Inc. (NUAI) is down 13% at $3.66 - NET Power Inc. (NPWR) is down 11% at $2.62 - Korro Bio, Inc. (KRRO) is down 9% at $5.90 - Anavex Life Sciences Corp. (AVXL) is down 8% at $5.20 - Interactive Strength Inc. (TRNR) is down 5% at $2.47 [4]

Core Insights - TruGolf Holdings Inc. has announced the launch of TruGolf Range, a next-generation indoor golf practice platform that aims to revolutionize golf training and course operations [1][2][5] Company Overview - TruGolf Range will debut at the 2026 PGA Show in Orlando, Florida, positioning the company as a leader in modernizing golf practice [2] - The platform integrates advanced analytics with a realistic practice environment, utilizing the E6 by TruGolf simulation engine [3] Product Features - Each modular range can accommodate multiple hitting bays with expansive screens, allowing for scalable installations from compact setups to full-venue environments [4] - The system includes an intuitive touchscreen command center for players to log into profiles, set up drills, and view live shot data [9] Business Model Transformation - TruGolf Range aims to transform driving ranges from cost centers into profit engines by eliminating major variable costs associated with outdoor ranges, such as maintenance and irrigation [6][7] - The U.S. golf driving range industry was valued at $23.3 billion in 2024, with technology-enhanced ranges showing 40-50% higher revenue compared to traditional setups [8] Sustainability and Efficiency - The platform supports sustainability by potentially eliminating the need for irrigation, contributing to water management efforts that have already reduced U.S. golf course irrigation by 29% since 2005 [12] - Indoor ranges can operate unmanned 24/7, creating new revenue streams and efficiencies for course owners [13] Future Outlook - TruGolf Range is positioned to enhance player engagement year-round while providing operational breakthroughs for facility operators [13]

Core Insights - TruGolf Holdings, Inc. has been selected as the exclusive supplier of golf simulators for the upcoming Golf Everywhere facility in Flower Mound, Texas, which will be the largest indoor golf facility in the U.S. [1][2] - The facility will span approximately 6 acres and will feature 33 bays, 16 private suites, and a dedicated training area, marking a significant expansion in indoor golfing options [1][3] - The contract for this project is valued at $4.5 million, representing TruGolf's largest technology project in a single location to date [1] Company Overview - TruGolf has been a key player in the golf industry since 1983, focusing on innovative indoor golf solutions and technology to enhance the golfing experience [5] - The company aims to make golf more accessible and affordable through its products, which include award-winning video games and advanced hardware solutions [5] - TruGolf's mission is to grow the game of golf by leveraging technology, believing that golf should be available to everyone [5] Partnership Details - Golf Everywhere's founder, Myles Vlachos, emphasized the alignment of visions between Golf Everywhere and TruGolf, aiming to provide a realistic golfing experience [2] - TruGolf will supply a comprehensive suite of proprietary and partner technologies, including the E6 platform and Golf 918 software for various operational needs [2] - The partnership is expected to enhance community engagement in golf and provide a modern country club experience [2] Facility Features - The Flower Mound facility will offer both private memberships and public access, along with a learning academy and a large putting and chipping complex [3] - Additional amenities will include a wellness center and multiple dining and entertainment options, enhancing the overall experience for visitors [3]

Core Insights - TruGolf Holdings, Inc. reported second quarter 2025 sales of $4.3 million, an increase of 11.3% from $3.9 million in the same period of 2024 [1] - The company experienced a net loss of $3.3 million in Q2 2025, compared to a net loss of $1.6 million in Q2 2024, primarily due to increased professional fees and interest expenses [1][3] - The CEO highlighted the successful compliance with Nasdaq listing standards and expressed optimism for operational improvements in the latter half of the year [2] Financial Performance - Sales for the first half of 2025 reached $9.7 million, a 9% increase from $8.9 million in the first half of 2024 [3] - Gross margin for Q2 2025 was 44.4%, down from 66.4% in Q2 2024, affected by $0.9 million in inventory write-downs [3] - Operating expenses increased by 13% in Q2 2025, driven by higher marketing costs and professional fees related to Nasdaq compliance [3][4] Operational Developments - The company launched US sales of its Launchbox monitor in July 2025, with promising initial results [2] - The first TruGolf Links franchise opened in Chicago on July 29, 2025, with plans for a larger flagship location in Q4 2025 and more franchises in 2026 [2] - The company took non-cash charges related to inventory adjustments and costs associated with the TruTrack product during the quarter [2] Debt and Interest Expenses - Interest expense for Q2 2025 rose by $0.7 million, with a total increase of $1.8 million for the first half of 2025, attributed to amortization of debt discounts and related expenses [4] - The company has significantly reduced its debt load, which is expected to contribute to operational improvements [2] Balance Sheet Highlights - As of June 30, 2025, total assets were $24.36 million, up from $17.14 million at the end of 2024 [8] - Current liabilities increased to $18.17 million from $15.78 million at the end of 2024, reflecting higher accounts payable and deferred revenue [9] - Stockholders' equity improved to $4.31 million from a deficit of $4.64 million at the end of 2024 [9]

```markdown [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of TruGolf Holdings, Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining significant accounting policies, financial instruments, and operational changes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :---------------------- | :------------------ | | Total Assets | $24,357,512 | $17,142,196 | | Total Liabilities | $20,043,824 | $21,782,978 | | Total Stockholders' Equity (Deficit) | $4,313,688 | $(4,640,781) | | Current Assets | $20,985,256 | $14,792,931 | | Current Liabilities | $18,165,590 | $15,775,168 | - Total assets increased by **$7.22 million**, primarily driven by current assets, while total liabilities decreased by **$1.74 million**. Stockholders' equity shifted from a deficit of **$(4.64) million** to a positive **$4.31 million**[7](index=7&type=chunk)[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric (Six Months Ended June 30) | 2025 (Unaudited) | 2024 (Unaudited) | | :-------------------------------- | :--------------- | :--------------- | | Revenue, net | $9,700,094 | $8,885,185 | | Cost of revenue | $4,125,158 | $3,259,234 | | Total gross profit | $5,574,936 | $5,625,951 | | Loss from operations | $(3,104,250) | $(1,728,726) | | Net loss | $(5,991,792) | $(2,871,192) | | Net loss per common share Series A – basic and diluted | $(9.31) | $(11.53) | | Net loss per common share Series B – basic and diluted | $(59.02) | $(83.62) | | Metric (Three Months Ended June 30) | 2025 (Unaudited) | 2024 (Unaudited) | | :-------------------------------- | :--------------- | :--------------- | | Revenue, net | $4,310,864 | $3,873,163 | | Cost of revenue | $2,398,959 | $1,300,212 | | Total gross profit | $1,911,905 | $2,572,951 | | Loss from operations | $(1,870,026) | $(785,042) | | Net loss | $(3,321,470) | $(1,569,329) | | Net loss per common share Series A – basic and diluted | $(4.63) | $(6.80) | | Net loss per common share Series B – basic and diluted | $(19.69) | $(45.70) | - For the six months ended June 30, 2025, net loss widened to **$(5.99) million** from **$(2.87) million** in the prior year, despite a **9%** increase in revenue, due to higher cost of revenue, operating expenses, and other expenses[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------------- | :------------------ | :------------------ | | Additional paid-in capital | $18,551,660 | $33,497,876 | | Accumulated deficit | $(21,155,496) | $(27,147,288) | | Total Stockholders' Equity (Deficit) | $(4,640,781) | $4,313,688 | - Total stockholders' deficit improved significantly from **$(4.64) million** at December 31, 2024, to a positive **$4.31 million** at June 30, 2025, primarily due to increases in additional paid-in capital from equity issuances[9](index=9&type=chunk)[14](index=14&type=chunk) - Key drivers for the increase in additional paid-in capital include the issuance of common stock for PIPE interest and make good provisions (**$2,169,707** for six months ended June 30, 2025), conversion of PIPE notes (**$3,213,000** for six months ended June 30, 2025), conversion of dividend notes (**$3,905,561** for three months ended June 30, 2025), and issuance of Series A Preferred and associated warrants (**$5,651,310** for three months ended June 30, 2025)[13](index=13&type=chunk)[14](index=14&type=chunk)[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric (Six Months Ended June 30) | 2025 (Unaudited) | 2024 (Unaudited) | | :-------------------------------- | :--------------- | :--------------- | | Net cash provided by (used in) operating activities | $(1,354,546) | $2,615,975 | | Net cash used in investing activities | $(1,614,744) | $(1,433,513) | | Net cash provided by financing activities | $2,246,572 | $71,246 | | Net change in cash, cash equivalents and restricted cash | $(722,718) | $1,253,708 | | Cash, cash equivalents and restricted cash - end of year | $10,159,359 | $6,651,272 | - Net cash used in operating activities was **$(1,354,546)** for the six months ended June 30, 2025, a significant decrease from **$2,615,975** provided in the prior year, primarily due to the net loss and increased accounts receivable[16](index=16&type=chunk)[139](index=139&type=chunk) - Non-cash investing and financing activities for the six months ended June 30, 2025, included **$3,213,000** in PIPE note principal converted to Class A Common Stock, **$3,905,561** in dividend note principal converted to Class A and Class B Common Stock, and **$5,651,310** for the exchange of PIPE Notes and Series A and B Warrants for Series A Convertible Preferred Stock and Warrants[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS](index=11&type=section&id=NOTE%201%20%E2%80%93%20NATURE%20OF%20THE%20ORGANIZATION%20AND%20BUSINESS) - TruGolf Holdings, Inc. creates indoor golf software and custom hardware, and sells franchises for simulators[19](index=19&type=chunk) - A **1-for-50** reverse stock split was effective June 23, 2025, reducing Class A shares from **40,532,150** to **810,617** and Class B shares from **10,000,000** to **200,000**[20](index=20&type=chunk) - The company regained compliance with Nasdaq's Bid Price Rule (July 17, 2025) and Equity Rule, and minimum market value of publicly held securities (August 1, 2025), but is under a one-year Mandatory Panel Monitor[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Accumulated deficit | $(27,147,288) | $(21,155,496) | | Working capital surplus | $2,819,666 | $(982,237) | | Loss from operations (6 months) | $(3,104,250) | $(1,728,726) | | Net cash used in operating activities (6 months) | $(1,354,546) | $2,615,975 | - The company received **$2.5 million** in proceeds from PIPE Convertible Notes during the six months ended June 30, 2025[30](index=30&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - Unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules, consolidating the Company and its wholly-owned subsidiary[33](index=33&type=chunk) - Reclassifications to prior period statements had no effect on net loss or cash flows[34](index=34&type=chunk) - Approximately **$4.9 million** of revenue from remaining performance obligations is expected to be recognized over the next **12 months** as of June 30, 2025[35](index=35&type=chunk) | Revenue Category (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------- | :----------- | :----------- | | Golf Simulators | $6,798,471 | $4,567,383 | | Content Software Subscriptions | $1,501,148 | $4,280,695 | | Franchise Revenue | $75,000 | $- | | Other | $1,325,475 | $37,107 | | Total net revenue | $9,700,094 | $8,885,185 | | Revenue Category (Three Months Ended June 30) | 2025 | 2024 | | :-------------------------- | :----------- | :----------- | | Golf Simulators | $3,210,559 | $1,842,725 | | Content Software Subscriptions | $341,443 | $2,029,996 | | Franchise Revenue | $- | $- | | Other | $758,862 | $442 | | Total net revenue | $4,310,864 | $3,873,163 | [NOTE 3 – EARNINGS PER SHARE BASIC AND DILUTED](index=14&type=section&id=NOTE%203%20%E2%80%93%20EARNINGS%20PER%20SHARE%20BASIC%20AND%20DILUTED) | Security Type (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Options to purchase Common Stock | 22,620 | — | | PIPE Convertible Notes | 51,088 | 134,000 | | Series A Preferred Shares | 298,732 | — | | Common Stock - Series A Preferred Warrants | 5,869 | — | | Common Stock - Series A Warrants | — | 28,182 | | Common Stock - Series B warrants | — | 31,000 | | Earnout shares | 90,000 | 90,000 | | Underwriter warrants | 12,650 | 12,650 | | **Totals** | **480,959** | **295,832** | - A total of **480,959** potentially dilutive securities were excluded from diluted EPS calculations for the six months ended June 30, 2025, as they were anti-dilutive[37](index=37&type=chunk) [NOTE 4 – ACCOUNTS RECEIVABLE](index=14&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20RECEIVABLE) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Trade accounts receivable | $3,622,597 | $2,870,021 | | Other | $41,291 | $- | | Less allowance for credit losses | $(1,478,000) | $(1,470,868) | | Total accounts receivable, net | $2,185,888 | $1,399,153 | - Net accounts receivable increased by **$786,735** to **$2,185,888** at June 30, 2025, from **$1,399,153** at December 31, 2024, primarily due to an increase in trade accounts receivable[38](index=38&type=chunk) [NOTE 5 – INVENTORY, NET](index=14&type=section&id=NOTE%205%20%E2%80%93%20INVENTORY,%20NET) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Inventory - raw materials | $3,146,670 | $2,797,705 | | Less reserve allowance for obsolescence | $(448,360) | $(448,360) | | Inventory, net | $2,698,310 | $2,349,345 | - Net inventory increased by **$348,965** to **$2,698,310** at June 30, 2025, from **$2,349,345** at December 31, 2024, driven by an increase in raw materials[39](index=39&type=chunk) [NOTE 6 – PROPERTY AND EQUIPMENT, NET](index=14&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT,%20NET) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Total property and equipment, net | $210,463 | $143,852 | | Capitalized software development costs, net | $2,674,845 | $1,540,121 | - Net property and equipment increased by **$66,611**, and capitalized software development costs, net, increased by **$1,134,724** at June 30, 2025, compared to December 31, 2024[40](index=40&type=chunk)[41](index=41&type=chunk) - Amortization of capitalized software costs for the six months ended June 30, 2025, was **$434,054**, up from **$137,916** in the prior year[41](index=41&type=chunk) [NOTE 7 – ACCRUED AND OTHER CURRENT LIABILITIES](index=15&type=section&id=NOTE%207%20%E2%80%93%20ACCURUED%20AND%20OTHER%20CURRENT%20LIABILITIES) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Accrued payroll | $- | $108,945 | | Credit cards | $308,631 | $55,180 | | Other accrued liabilities | $1,238,149 | $589,619 | | Total accrued and other current liabilities | $1,772,877 | $999,307 | - Total accrued and other current liabilities increased by **$773,570** to **$1,772,877** at June 30, 2025, primarily due to increases in credit card balances and other accrued liabilities, partially offset by a decrease in accrued payroll[42](index=42&type=chunk) [NOTE 8 – NOTES PAYABLE](index=15&type=section&id=NOTE%208%20%E2%80%93%20NOTES%20PAYABLE) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Note payable long-term portion | $4,232 | $9,732 | - The Ethos Loan was terminated in February 2024 due to a material breach, resulting in the Company retaining disbursed funds and Ethos releasing the **$1,875,000** deposit collateral, with a remaining **$589,619** included in Accrued and other current liabilities[45](index=45&type=chunk) - The Mercedes-Benz note payable principal balance decreased from **$19,733** at December 31, 2024, to **$14,805** at June 30, 2025[46](index=46&type=chunk) [NOTE 9 – PIPE CONVERTIBLE NOTES](index=16&type=section&id=NOTE%209%20%E2%80%93%20PIPE%20CONVERTIBLE%20NOTES) - During the three months ended June 30, 2025, **$1,558,000** in principal and **$1,082,194** in accrued and make-whole interest related to PIPE Convertible Notes were converted into **142,308** shares of Class A common stock[48](index=48&type=chunk) | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------------- | :------------------ | :------------ | | Total PIPE Convertible Notes, net | $4,068,953 | $- | | PIPE Convertible Notes issued (6 months) | $- | $2,800,000 | | Gross PIPE Convertible Note principal converted (6 months) | $- | $(3,213,000) | - Amortization expense related to the Debt Discount of PIPE Convertible Notes was **$359,037** for the six months ended June 30, 2025, compared to **$24,197** in the prior year[49](index=49&type=chunk) - On April 22, 2025, Exchange Agreements were entered into to exchange PIPE Convertible Notes and Warrants for Series A Preferred Stock and Series A Preferred Warrants, with the actual exchange of notes occurring on July 21, 2025[50](index=50&type=chunk)[52](index=52&type=chunk) [NOTE 10 – RELATED PARTY NOTES AND LOANS PAYABLE](index=17&type=section&id=NOTE%2010%20%E2%80%93%20RELATED%20PARTY%20NOTES%20AND%20LOANS%20PAYABLE) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Note payable long-term portion | $624,000 | $624,000 | | Less current portion | $(2,668,500) | $(2,937,000) | - The maturity dates for ARJ Trust notes (totaling **$650,000** principal) were extended to September 30, 2025[55](index=55&type=chunk) - The loan from CEO Chris Jones decreased from **$2,000,000** to **$1,750,000** due to a **$250,000** payment during the three months ended June 30, 2025[59](index=59&type=chunk) [NOTE 11 – LINES OF CREDIT](index=18&type=section&id=NOTE%2011%20%E2%80%93%20LINES%20OF%20CREDIT) - The JPMorgan Chase line of credit, with an outstanding principal balance of **$802,738**, had its maturity date extended to December 31, 2025, and its annual interest rate increased to Adjusted SOFR plus **3.50%**[61](index=61&type=chunk) - The JPMorgan Chase line of credit is secured by a pledge of **$2,100,000** in the Company's deposit accounts (restricted cash)[61](index=61&type=chunk) [NOTE 12 – DIVIDEND NOTES PAYABLE](index=18&type=section&id=NOTE%2012%20%E2%80%93%20DIVIDEND%20NOTES%20PAYABLE) - On April 21, 2025, approximately **$3.9 million** in outstanding dividend notes payable were converted into **84,662** shares of Class A common stock and **165,663** shares of Class B common stock[64](index=64&type=chunk) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Accrued interest on dividends payable | $586,766 | $515,677 | | Dividends payable | $118,362 | $4,023,923 | - Dividends payable significantly decreased by **$3,905,561** to **$118,362** at June 30, 2025, from **$4,023,923** at December 31, 2024, due to the conversion[65](index=65&type=chunk) [NOTE 13 – STOCKHOLDERS' DEFICIT](index=19&type=section&id=NOTE%2013%20%E2%80%93%20STOCKHOLDERS'%20DEFICIT) - On April 22, 2025, **50,000** shares of Series A Convertible Preferred Stock were designated, with a stated value of **$1,000** per share, **10%** annual dividends (**15%** if paid in Class A common stock), and a conversion rate of **$6.31** per share into Class A common stock[67](index=67&type=chunk)[68](index=68&type=chunk) - As of June 30, 2025, **1,885** shares of Series A Preferred Stock were issued and outstanding[69](index=69&type=chunk) - During the three months ended June 30, 2025, the company issued **31,160** Class A shares for PIPE Convertible Note principal, **111,148** Class A shares for PIPE interest/make-whole provisions, and **84,662** Class A shares and **165,663** Class B shares for dividend note conversions[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - Series A Preferred Warrants to purchase **37,033** shares of Series A Preferred Stock were granted during the three months ended June 30, 2025, with an exercise price of **$900** and a grant date fair value of **$482,701**[79](index=79&type=chunk) [NOTE 14 – STOCK-BASED COMPENSATION](index=21&type=section&id=NOTE%2014%20%E2%80%93%20STOCK-BASED%20COMPENSATION) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------- | :------------------------------- | :----------------------------- | | General and administrative | $3,342 | $6,684 | | Total | $3,342 | $6,684 | | Metric (June 30, 2025) | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | Aggregate Intrinsic Value | | :-------------------------- | :---------------- | :------------------------------ | :-------------------------------------- | :------------------------ | | Outstanding | 22,620 | $46.50 | 4.25 | $0 | | Exercisable | 22,070 | $46.50 | 4.25 | $0 | - The aggregate intrinsic value of options was **$0** based on the Company's closing stock price of **$5.72** as of June 30, 2025[86](index=86&type=chunk) [NOTE 15 – FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%2015%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) | Category | Type | Fair Value (June 30, 2025) | Level | | :-------------------------- | :-------------------------- | :------------------------- | :---- | | Recurring Fair Value | Money market funds | $10,114 | Level 1 | | Non-recurring Fair Value | Series A Preferred Stock | $5,168,609 | Level 2 | | Non-recurring Fair Value | Series A Preferred Warrants | $482,701 | Level 2 | - Fair value for Series A Preferred Stock was determined based on contractual conversion terms and the quoted price of the Company's common stock, while Series A Preferred Warrants were valued using the Black-Scholes Model, both utilizing Level 2 inputs[90](index=90&type=chunk) [NOTE 16 – LEASES](index=23&type=section&id=NOTE%2016%20%E2%80%93%20LEASES) - The company has two operating leases: office space in Centerville, Utah (expires May 2028) and a warehouse in North Salt Lake City, Utah (expires November 2025)[92](index=92&type=chunk) - As of June 30, 2025, the weighted average incremental borrowing rate applied was **8.39%**, and the remaining weighted average term of leases was **1.90 years**[93](index=93&type=chunk) | Metric (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :----------- | :----------- | | Operating lease cost | $214,995 | $403,109 | | Non-current leases - right-of-use assets | $455,925 | $634,269 | | Current liabilities - operating lease liabilities | $228,536 | $363,102 | | Non-current liabilities - operating lease liabilities | $250,002 | $305,125 | | Fiscal Year | Operating Leases | | :---------- | :--------------- | | 2025 | $191,995 | | 2026 | $140,163 | | 2027 | $144,227 | | 2028 | $60,809 | | Total future minimum lease payments | $537,194 | [NOTE 17 – SEGMENT INFORMATION](index=24&type=section&id=NOTE%2017%20%E2%80%93%20SEGMENT%20INFORMATION) - The Company operates as a single business segment, focusing on the manufacturing and sales of indoor golf simulators, with similar economic characteristics across its offerings[96](index=96&type=chunk) | Expense Category (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------- | :----------- | :----------- | | Consulting expenses | $1,657,071 | $1,055,815 | | Contract labor | $436,235 | $481,179 | | Personnel expenses | $2,953,026 | $2,958,881 | | Business development expenses | $146,737 | $449,087 | | Royalty expenses | $364,015 | $553,038 | | Marketing expenses | $557,255 | $220,396 | | Other expenses* | $2,564,847 | $1,636,281 | | **Total operating expenses** | **$8,679,186** | **$7,354,677** | - Total operating expenses increased by **$1,324,509** (**18%**) for the six months ended June 30, 2025, primarily due to increases in consulting, marketing, and other expenses[98](index=98&type=chunk) [NOTE 18 – COMMITMENTS AND CONTINGENCIES](index=25&type=section&id=NOTE%2018%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) - There are no material pending legal proceedings against the Company or its subsidiaries, nor any adverse to the Company involving directors, officers, or significant security holders[99](index=99&type=chunk) [NOTE 19 – CONCENTRATION OF CREDIT RISK](index=25&type=section&id=NOTE%2019%20%E2%80%93%20CONCENTRATION%20OF%20CREDIT%20RISK) - The Company's primary concentration of credit risk is in cash deposits[100](index=100&type=chunk) - As of June 30, 2025, approximately **$8,904,000** in cash deposits exceeded the FDIC insured limit of **$250,000**[100](index=100&type=chunk) [NOTE 20 – SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2020%20%E2%80%93%20SUBSEQUENT%20EVENTS) - On July 21, 2025, remaining PIPE Convertible Notes (**$3,938,311** principal) were exchanged for **3,938** shares of Series A Preferred Stock[101](index=101&type=chunk) - A holder of Series A Preferred Warrants partially exercised warrants for approximately **$5.0 million** cash, receiving **5,555** shares of Series A Preferred Stock[102](index=102&type=chunk) - Subsequent to June 30, 2025, **373,308** shares of Class A common stock were issued to Series A Preferred Stockholders for conversion of Series A Preferred Stock, accrued interest, and make-good provisions[103](index=103&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting key business developments, financial performance for the three and six months ended June 30, 2025, and an analysis of liquidity and capital resources. It also includes forward-looking statements and risk factors [Company Overview](index=26&type=section&id=Company%20Overview) - TruGolf Holdings, Inc. completed a business combination with TruGolf Nevada on January 31, 2024, and its Class A common stock began trading on Nasdaq under the ticker 'TRUG' on February 1, 2024[112](index=112&type=chunk) - The company develops innovative indoor golf solutions, including software (TruGolf E6 Connect, E6 Apex) and hardware (simulators, Apogee launch monitor), aiming to make golf more accessible through technology[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - TruGolf's software integrates with over **twenty-four** third-party golf technology hardware manufacturers, achieving approximately **90%** market integration coverage and enabling peer-to-peer play[117](index=117&type=chunk) - The company founded the Virtual Golf Association (VGA), a gamified virtual economy within its E6 Connect Software, rewarding users for play, practice, and competition[118](index=118&type=chunk) - A **1-for-50** reverse stock split of the Class A and Class B common stock was effective on June 23, 2025[120](index=120&type=chunk) [Results of Operations (Six Months)](index=28&type=section&id=Results%20of%20Operations%20(Six%20Months)) | Metric (Six Months Ended June 30) | 2025 | 2024 | Variance | | :-------------------------------- | :----------- | :----------- | :------- | | Revenue, net | $9,700,094 | $8,885,185 | +$814,909 | | Cost of revenue | $4,125,158 | $3,259,234 | +$865,924 | | Total gross profit | $5,574,936 | $5,625,951 | $(51,015) | | Operating loss | $(3,104,250) | $(1,728,726) | $(1,375,524) | | Other income (expenses) | $(2,887,542) | $(1,142,466) | $(1,745,076) | | Loss before income taxes | $(5,991,792) | $(2,871,192) | $(3,120,600) | - Revenue increased by **$814,909** (**9%**) for the six months ended June 30, 2025, driven by product acceptance and market penetration[125](index=125&type=chunk) - Cost of revenues increased by **$865,924** (**27%**), primarily due to inventory adjustments (**$170,982**) and increased costs related to the TruTrack product (**$830,541**)[126](index=126&type=chunk) - Total operating expenses increased by **$1,324,509** (**18%**), with selling, general and administrative expenses rising by **$1,519,387** (**40%**) due to higher software amortization, marketing, and professional fees[127](index=127&type=chunk) - Other income (expenses) increased by **$1,745,076** (**153%**) due to higher interest expense, amortization of PIPE Convertible Notes debt discount, and write-offs/make-good interest on conversions[128](index=128&type=chunk) [Results of Operations (Three Months)](index=29&type=section&id=Results%20of%20Operations%20(Three%20Months)) | Metric (Three Months Ended June 30) | 2025 | 2024 | Variance | | :-------------------------------- | :----------- | :----------- | :------- | | Revenue, net | $4,310,864 | $3,873,163 | +$437,701 | | Cost of revenue | $2,398,959 | $1,300,212 | +$1,098,747 | | Total gross profit | $1,911,905 | $2,572,951 | $(661,046) | | Operating loss | $(1,870,026) | $(785,042) | $(1,084,984) | | Other income (expenses) | $(1,451,444) | $(784,287) | $(667,157) | | Loss before income taxes | $(3,321,470) | $(1,569,329) | $(1,752,141) | - Revenue increased by **$437,701** (**11%**) for the three months ended June 30, 2025, due to increased product acceptance and market penetration[131](index=131&type=chunk) - Cost of revenues increased by **$1,098,747** (**85%**), primarily due to inventory adjustments (**$248,624**) and increased costs related to the TruTrack product (**$739,425**)[132](index=132&type=chunk) - Total operating expenses increased by **$423,938** (**13%**), with selling, general and administrative expenses up **$619,470** (**31%**) due to higher marketing, professional fees, and software amortization, partially offset by a decrease in salaries due to capitalization[133](index=133&type=chunk) - Other income (expenses) increased by **$667,157** (**85%**) due to higher interest expense, amortization of PIPE Convertible Notes debt discount, and write-offs/make-good interest on conversions[134](index=134&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash on hand | $10,159,359 | $10,882,077 | | Working capital surplus (deficiency) | $2,819,666 | $(982,237) | - The working capital surplus of **$2,819,666** at June 30, 2025, represents a significant improvement from a **$982,237** deficiency at December 31, 2024, primarily due to the recognition of a **$5,651,310** current asset related to Series A Preferred Stock and warrants from the PIPE Exchange Agreement[135](index=135&type=chunk)[137](index=137&type=chunk) | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :----------- | :----------- | | Net cash provided by (used in) operating activities | $(1,354,546) | $2,615,975 | | Net cash used in investing activities | $(1,614,778) | $(1,433,513) | | Net cash provided by financing activities | $2,246,572 | $71,246 | - Operating activities consumed **$1,354,546** in cash for the six months ended June 30, 2025, primarily due to the net loss and an increase in accounts receivable[139](index=139&type=chunk) - The company expects to continue incurring operating losses and negative cash flows in the near future, funding these through equity sales and convertible notes[136](index=136&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that there have been no material changes in market risk compared to the information disclosed in the company's 2024 Annual Report on Form 10-K - No material changes in market risk from the information provided in the 2024 Annual Report on Form 10-K[144](index=144&type=chunk) [ITEM 4. Controls and Procedures](index=31&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting. These weaknesses include a lack of risk assessment, inadequate segregation of duties, insufficient documentation, and the absence of a full-time CFO and experienced public company accounting personnel. Management plans to remediate these issues by identifying skill gaps, developing policies, and continuing the search for a qualified CFO - Disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting[146](index=146&type=chunk)[149](index=149&type=chunk) - Material weaknesses include lack of risk assessment procedures, inadequate segregation of duties, lack of documentation on policies and procedures, and lack of a full-time Chief Financial Officer and personnel with public company accounting expertise[151](index=151&type=chunk) - Management plans to remediate by identifying skill gaps, developing policies and procedures for internal control, and continuing the search for a qualified Chief Financial Officer[152](index=152&type=chunk) - No other changes in internal control over financial reporting occurred during the second quarter of 2025 that materially affected or are reasonably likely to materially affect internal control[154](index=154&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=33&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings that are expected to have a significant adverse effect on its business or involve any related parties adversely - No material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer or affiliate has a material adverse interest[156](index=156&type=chunk) [ITEM 1A. Risk Factors](index=33&type=section&id=ITEM%201A.%20Risk%20Factors) The company has previously failed to comply with Nasdaq listing requirements and, despite regaining compliance, is now subject to a one-year Mandatory Panel Monitor. Future non-compliance with the Equity Rule would result in immediate delisting without traditional cure periods, severely impacting liquidity, market price, and the ability to raise financing. Additionally, the conversion of Series A Preferred Stock and warrants into Class A common stock could significantly dilute existing stockholders' ownership interest, especially if conversion prices decrease due to future equity sales or stock price resets - The company has previously failed to maintain compliance with Nasdaq listing requirements and is now subject to a one-year Mandatory Panel Monitor[158](index=158&type=chunk)[162](index=162&type=chunk) - Future non-compliance with the Equity Rule during the monitoring period will result in immediate delisting without traditional cure periods, adversely affecting liquidity, market price, and financing capabilities[162](index=162&type=chunk)[163](index=163&type=chunk) - Conversion of Series A Preferred Stock and Series A Preferred Warrants into Class A common stock could dilute existing stockholders' ownership interest, particularly if conversion prices are reduced due to future equity sales or reset provisions[164](index=164&type=chunk)[165](index=165&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended June 30, 2025, the company issued 225,970 shares of Class A common stock for the conversion of PIPE Convertible Note principal and make-whole interest, and dividend note principal. Additionally, 165,663 shares of Class B common stock were issued for dividend note principal conversion. The company also issued Series A Preferred Stock and Series A Preferred Warrants in a non-cash bundled transaction. All these transactions were conducted under exemptions from registration - During the three months ended June 30, 2025, **225,970** shares of Class A common stock were issued for the conversion of **$1,558,000** in PIPE principal, **$1,082,194** in PIPE make-whole interest, and approximately **$1,300,000** in dividend note principal[167](index=167&type=chunk) - During the three months ended June 30, 2025, **165,663** shares of Class B common stock were issued for the conversion of approximately **$2,600,000** in dividend note principal[168](index=168&type=chunk) - On April 22, 2025, **1,885** shares of Series A Preferred Stock and Series A Preferred Warrants to purchase **37,033** shares were issued in a bundled non-cash transaction involving the future settlement of outstanding PIPE Convertible Notes[169](index=169&type=chunk) - These transactions were undertaken in reliance upon exemptions from registration provided by Section 4(a)(2) and Section 3(a)(9) of the Securities Act of 1933[168](index=168&type=chunk)[169](index=169&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=34&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred during the period[170](index=170&type=chunk) [ITEM 4. Mine Safety Disclosures](index=34&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures applicable to the company - No mine safety disclosures are applicable[171](index=171&type=chunk) [ITEM 5. Other Information](index=34&type=section&id=ITEM%205.%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025[172](index=172&type=chunk) [ITEM 6. Exhibits](index=35&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to the Certificate of Incorporation, various forms of agreements (Exchange Agreement, Registration Rights Agreement, Equity Purchase Facility Agreement), and certifications (Rule 13a-14(a)/15d-14(a), Section 1350) - Exhibits include amendments to the Certificate of Incorporation, various forms of agreements (e.g., Exchange Agreement, Registration Rights Agreement, Equity Purchase Facility Agreement), and certifications (Rule 13a-14(a)/15d-14(a), Section 1350)[173](index=173&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) - The report is signed by Christopher (Chris) Jones, Chief Executive Officer, Director, Interim Chief Financial Officer, and Interim Principal Accounting Officer of TruGolf Holdings, Inc[177](index=177&type=chunk) - The report was signed on August 19, 2025[177](index=177&type=chunk) ```

Core Points - TruGolf Holdings, Inc. has regained compliance with Nasdaq's listing rules and will be under a Mandatory Panel Monitor for one year [1][2] - CEO Chris Jones expressed gratitude towards employees and advisors for their support during this challenging period and looks forward to sharing operating results soon [2] Company Overview - TruGolf has been a key player in the golf industry since 1983, focusing on innovative indoor golf solutions [1] - The company's mission is to make golf more available, approachable, and affordable through technology, believing that golf is for everyone [1] - TruGolf has developed award-winning video games, innovative hardware solutions, and a new e-sports platform to connect golfers globally [1]