Core Viewpoint - TruGolf Holdings, Inc. is actively working to regain compliance with Nasdaq listing rules after being notified of non-compliance due to negative stockholders' equity of ($10,508,104) [1] Group 1: Compliance Plan - The company presented a plan to the Nasdaq Hearings panel on May 15, 2025, detailing steps to regain compliance and requested an extension to execute the plan [1] - A special meeting of shareholders is scheduled for May 30, 2025, to vote on actions related to the compliance plan [2] - The Hearings panel has not yet made a determination regarding the extension or potential delisting [1] Group 2: Financial Position - TruGolf has a strong cash position exceeding $10 million, which is deemed sufficient for current operating needs [2] - The company has entered into an Equity Line of Credit for $20 million to provide liquidity without reducing shareholder equity if additional funds are needed [7] - Approximately two-thirds of accrued dividends payable owed to the company's founders were converted to common stock [7] Group 3: Company Overview - TruGolf is a leader in golf technology, focusing on innovative uses of AI and gamified golf improvement plans [3] - The company aims to enhance the golfing experience through a suite of hardware, software, and web products [3]

Core Insights - TruGolf Holdings, Inc. reported a 7.5% increase in sales for Q1 2025, reaching $5.4 million compared to $5.0 million in Q1 2024, but net losses doubled to $2.6 million from $1.3 million in the previous year [1][2][3] - The company is focusing on new product introductions and addressing Nasdaq listing deficiencies, with a plan to reduce debt and increase shareholder equity [2][3] - Gross margin improved to 68.0% in Q1 2025 from 61.0% in Q1 2024, while operating expenses rose by 22.5% due to increased SG&A costs [2][3] Financial Performance - Revenue for Q1 2025 was $5,389,230, up from $5,012,022 in Q1 2024, with a gross profit of $3,663,031 compared to $3,052,999 in the prior year [9][10] - Loss from operations increased to $1,234,224 in Q1 2025 from $943,685 in Q1 2024, with total operating expenses rising to $4,897,255 from $3,996,684 [9][10] - Interest expense surged by $1.1 million due to the conversion of convertible notes, leading to a cash flow used in operations of approximately $0.5 million in Q1 2025, down from a generation of $2.7 million in Q1 2024 [3][11] Operational Developments - The company anticipates the opening of its first franchise locations within 90 days, along with the delivery of TruGolf hardware and software solutions [2] - Management is optimistic about the reception of new products expected to launch in the coming months [2] - Cash and cash equivalents increased to $12,615,820 by the end of Q1 2025, up from $10,882,077 at the beginning of the year [11]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________ to __________________________ Commission file number: 001-40970 TRUGOLF HOLDINGS, INC. (Exact name of registrant as specified in its c ...

Core Insights - TruGolf Links Franchising, LLC is expanding its franchise network by partnering with experienced entrepreneurs like Giovanni "Gio" Dinsay, who has a strong background in healthcare and wellness [1][2][4] - The company aims to transform the golf experience through high-tech indoor simulators that integrate recreation with health and wellness training [4][8] - TruGolf's mission is to make golf more accessible and affordable through innovative technology, with a focus on expanding its presence across the U.S. [8][9] Company Overview - TruGolf, Inc. has been a leader in the golf industry since 1983, known for its innovative indoor golf solutions and award-winning video games [8] - The company is committed to redefining golf technology and making the sport more available to a broader audience [8] Franchise Model - TruGolf Links is utilizing a regional developer model for its franchise expansion, allowing developers to build a network of franchise locations and participate in revenue generation [6][9] - Regional developers are required to open a flagship location in a territory with a population of 1 million or more and are compensated for attracting franchisees [9]

Core Viewpoint - TruGolf Holdings, Inc. has announced an agreement to convert all outstanding convertible notes into Series A Preferred Stock, aiming to improve its capital structure and reduce debt to comply with NASDAQ listing requirements [1][2]. Group 1: Financial Restructuring - The company will exchange all outstanding convertible notes for newly created Series A Preferred Stock, eliminating approximately $9.3 million in outstanding debt [1]. - Existing common stock warrants associated with the convertible notes will be exchanged for Series A Preferred Stock and additional warrants, potentially generating $15.1 million in gross proceeds if fully exercised [1]. - Founders of TruGolf will convert existing dividends owed to them into a mix of Class A and Class B common stock [1]. Group 2: Conditions and Approvals - The exchange of convertible notes and conversion to Series A Preferred Stock is contingent upon receiving shareholder approval, with a vote planned for the future [2]. Group 3: Company Background - TruGolf has been a key player in the golf industry since 1983, focusing on innovative indoor golf solutions and technology to make golf more accessible [4]. - The company aims to grow the game of golf by making it more available, approachable, and affordable through its products and services [4].

Core Insights - TruGolf Holdings, Inc. reported record sales of $21.9 million for 2024, marking a 6.2% increase compared to 2023 sales [1] - The company narrowed its net losses by 14.5% to $8.8 million in 2024, down from a net loss of $10.3 million in 2023 [1] - Gross margin improved to 66.7% in 2024 from 61.9% in 2023, while operating expenses decreased by 22% [3][4] Financial Performance - Revenue for 2024 was $21.9 million, up from $20.6 million in 2023 [11] - Loss from operations decreased significantly to $2.1 million in 2024 from $8.7 million in 2023 [3][11] - The company ended 2024 with $10.9 million in cash, a substantial increase from $3.3 million in 2023 [4][9] Operational Highlights - The company implemented effective cost controls, leading to a 40% reduction in SG&A expenses, amounting to a decrease of $4.4 million [4] - Cash flow used in operations improved by over 35%, decreasing from $6.1 million in 2023 to $4.0 million in 2024 [4] - TruGolf anticipates the opening of new franchise locations in the U.S. by the end of Q2 2025, with high interest in its franchise concept [2] Market Position and Future Outlook - The market has shown enthusiastic adoption of TruGolf's new hardware and software products launched in 2024 [2] - The company plans to continue innovating in the virtual golf space with further product developments expected in 2025 [2] - Interest in the franchise model remains strong, with contracts for additional franchises anticipated to be announced throughout 2025 [2]

Market Overview - TruGolf's total addressable market for golf products in 2022 was estimated at $1.4 billion, with a forecasted CAGR of 11.05%, reaching $3.8 billion by 2031[26]. - The company currently holds a 4.28% market share in the golf products sector, with 69% of the market derived from indoor golf simulators[26]. - In 2022, the off-course golf market reached approximately $27.9 million, surpassing on-course play for the first time, with a 13% year-over-year increase in off-course participation[25]. - The indoor golf market has seen a significant increase due to factors such as the high costs of outdoor golf and the closure of over 100 golf courses annually[27]. - The indoor golf simulator market is expected to grow significantly, driven by the increasing popularity of off-course golf activities[25]. Product Development and Innovation - TruGolf's Apogee launch monitor is designed for easy installation and maintenance, reducing calibration time from 20-30 minutes to under five minutes[40]. - TruGolf's E6 software is compatible with 90% of hardware in the market, allowing access to a wide range of customers in both indoor and outdoor settings[26]. - The company is collaborating with a video game company to enhance its E6 software with photorealistic graphics through a new dynamic graphics engine[24]. - E6 Apex software features a new graphics engine providing photo-realistic recreations of golf courses with accuracy within 2 inches on fairways and 2 centimeters on greens[47]. - The company plans to launch new products, including the next generation of Apogee and the Mini Trainer, while phasing out legacy products[73]. Business Strategy and Expansion - The company plans to launch a franchise solution to capitalize on the growing demand for commercial indoor golf offerings[28]. - The company plans to franchise indoor golf entertainment venues, requiring spaces between 5,000 and 32,000 square feet, significantly less than traditional golf courses[51]. - Future franchise locations will operate as authorized resellers, with a pre-sales requirement to ensure profitability prior to operations[52]. - The company has signed a Joint Venture agreement in China to manage distribution across Asia, aiming to expand its market presence[216]. - TruGolf's business model aims to unify the golf technology space, positioning itself as a leader in both hardware and software solutions[209]. Marketing and Sales - Approximately 80% of the company's marketing efforts focus on lead generation through various channels, including SEO and social media campaigns[66]. - The company continues to invest in expanding its sales force and marketing efforts to increase product adoption and awareness[216]. - TruGolf's software integrates with over 24 third-party golf technology hardware manufacturers, covering approximately 90% of the global market[208]. Financial Performance and Risks - The company anticipates needing to raise additional capital in the future to support its growth strategy and operations[112]. - Rising costs for raw materials, labor, and freight could negatively affect the Company's gross margin and profitability[115]. - Supply chain disruptions due to factors like the COVID-19 pandemic and geopolitical conflicts could materially impact operations and profitability[118]. - Consumer spending is sensitive to macroeconomic conditions, including inflation and geopolitical events, which could adversely affect sales[141]. - Economic downturns may lead to declines in consumer purchases, particularly for discretionary premium sporting goods, impacting financial performance[142]. Compliance and Regulatory Challenges - The Company is subject to various U.S. federal, state, and foreign laws and regulations, which may evolve and impact operations[86]. - The cost of compliance as a public company is estimated to exceed $250,000 annually, potentially affecting the company's ability to continue as a going concern[147]. - Legal and regulatory challenges related to intellectual property protection could negatively impact sales and financial condition[153]. Operational Insights - The company experiences increased product usage and higher sales volumes during the first and fourth quarters due to seasonality[83]. - The Company typically increases marketing, sales, and customer service activities during the third and fourth quarters to meet seasonal demand[84]. - The Company employs approximately 72 employees, with 71 full-time and one part-time, many of whom work remotely[95]. - The company has collected extensive swing data since 2017, which offers insights into performance trends and consumer behavior[57]. Stock and Equity Information - As of April 14, 2025, the company had 29,881,672 shares of Class A common stock issued and outstanding, with current directors and executive officers owning approximately 16.8% of these shares[170]. - The company's stockholders' equity was reported at ($10,508,104), indicating non-compliance with Nasdaq's minimum stockholders' equity requirement of $10,000,000[174]. - The company received a notification for not maintaining a minimum bid price of $1 per share for 30 consecutive business days, with a compliance period ending on May 5, 2025[176]. - The company also received a notice regarding its market value of publicly held securities falling below the $15,000,000 threshold required for continued listing on Nasdaq[177]. - The company has never declared or paid dividends on its common stock and does not anticipate doing so in the foreseeable future[199]. Cybersecurity and Technology - The company has engaged an outside consulting firm to review its information systems environment and improve security measures[190]. - The company utilizes a Cloud-only architecture to enhance security and minimize risks associated with system downtime and data breaches[182]. - The company has not experienced any cybersecurity incidents that materially affected its business strategy or financial condition[188].

Core Concept - TruGolf and Digital Legends have partnered to create an advanced golf simulator that allows players to compete against legendary golfer Ben Hogan in a highly realistic digital environment [2][3][4]. Group 1: Technology and Experience - The simulator utilizes TruGolf's E6 Apex platform and cutting-edge AI to accurately recreate golf legends, providing an immersive experience for users [3][4]. - The technology aims to erase the barriers of time, allowing golfers to learn from both historical and contemporary legends [4][5]. Group 2: Market Position and Future Plans - TruGolf is recognized as a leader in golf technology, focusing on innovative AI applications and gamified improvement plans [6]. - Digital Legends is expanding its intellectual property portfolio, aiming to integrate various legendary figures into modern entertainment and sports experiences [7][8]. - The public debut of this technology is scheduled for Augusta, with a full release planned for fall 2025 [4].

Core Insights - TruGolf Links Franchising, LLC is expanding its franchise model by signing a regional development deal with John Young to open 40 new golf simulator centers across Tennessee [1][4] - The company aims to create a modern, inclusive, and community-driven golf experience for players of all skill levels, starting with a flagship location in Knoxville [1][3] - TruGolf has a comprehensive franchise program that includes both individual and regional developer opportunities, featuring state-of-the-art technology and facilities [4][7] Company Overview - TruGolf, Inc. has been a key player in the golf industry since 1983, focusing on innovative indoor golf solutions and technology to make golf more accessible [6] - The company’s mission is to grow the game of golf by making it more available, approachable, and affordable through technology [6] - TruGolf has developed award-winning video games and innovative hardware solutions, including an e-sports platform to connect golfers globally [6] Franchise Model - The franchise program allows for individual franchises and emphasizes regional developers who can manage territories with populations of 1 million or more [7] - Regional developers are responsible for opening flagship locations and developing additional units, receiving compensation for attracting franchisees and providing local support [7] - Each facility will feature advanced simulator bays, dining areas, and pro shops, with flagship locations designed to be 5,000 square feet or more [4]

Core Insights - TruGolf Holdings, Inc. has engaged Eventus Advisory Group for financial services advisory and CFO support to enhance its financial operations and strategic priorities [1][2] - Eventus has over 17 years of experience with micro- and small-cap companies, specializing in financial operations, technical accounting, and SEC compliance [2][6] - TruGolf is working to regain compliance with Nasdaq listing requirements by improving its balance sheet and reducing outstanding liabilities by the March 31, 2025 deadline [3] Company Overview - TruGolf is a leading golf technology company focused on making golf easier through innovative AI applications, enhanced image analysis, and gamified improvement plans [5] - The company has a strong history of delivering innovative golf simulation solutions and is recognized as a leader in the golf technology space [3] Eventus Overview - Eventus is a CFO advisory firm that supports public and private companies with services including accounting, financial operations, regulatory compliance, and corporate governance [6] - The firm aims to help businesses navigate complex financial landscapes, allowing clients to focus on sustainable growth [6]