Revenue Performance - Revenue for the three months ended September 30, 2025, was $80,000, a 60% increase from $50,000 in the same period of 2024[162] - Revenue for the nine months ended September 30, 2025, totaled $0.4 million, a decrease of 57% from $0.9 million in the same period of 2024[163] Net Loss and Improvement - Net loss for the three months ended September 30, 2025, was $4.0 million, a 44% improvement compared to a net loss of $7.2 million in the same period of 2024[161] - Net loss for the nine months ended September 30, 2025, was $12.4 million, a 35% improvement from a net loss of $19.1 million in the same period of 2024[161] Operating Expenses - Total operating expenses for the three months ended September 30, 2025, were $2.7 million, a 64% decrease from $7.4 million in the same period of 2024[161] - Total operating expenses for the nine months ended September 30, 2025, were $11.5 million, a 44% decrease from $20.4 million in the same period of 2024[161] Product Launch and Development - The Evie Ring was launched in November 2023, generating all revenues from sales in the United States[148] - The FDA 510(k) clearance for the pulse oximetry feature in the EvieMED Ring was received in November 2024, enabling its use as a medical device[150] - The company is developing a patented System-on-a-Chip (SoC) for non-invasive glucose and cuffless blood pressure monitoring[151] Cost of Revenue and Expenses - Cost of revenue decreased by $1.1 million to $1.3 million for the nine months ended September 30, 2025, compared to $2.4 million for the same period in 2024[165] - Research and development expenses totaled $5.0 million for the nine months ended September 30, 2025, down from $9.2 million in 2024, a decrease of $4.2 million[167] - Sales, general and administrative expenses were $5.2 million for the nine months ended September 30, 2025, compared to $8.8 million in 2024, reflecting a decrease of $3.6 million[169] Cash Flow and Financing - Cash and cash equivalents totaled $2.0 million as of September 30, 2025, with $9.0 million used in operating activities during the same period[174] - The company incurred a net other expense of $1.3 million for the nine months ended September 30, 2025, compared to a net other income of $0.4 million in 2024[172] - The company expects to continue incurring significant expenses related to the planned merger with Corvex, impacting future cash needs[175] - The company has entered into a Bridge Loan agreement for $1.5 million, with an extension of the maturity date to March 31, 2026[176] - The company used no cash in investing activities during the nine months ended September 30, 2025, compared to $3,000 in 2024[185]

Financial Performance - For the three months ended September 30, 2025, net revenues decreased by $1,691,000 to $1,177,000, a decline of 59.0% compared to $2,868,000 in the same period of 2024 [182]. - Gross profit for the same period was $603,000, down 72.0% from $2,154,000 in Q3 2024 [182]. - Operating loss for the three months ended September 30, 2025, was $2,867,000, an increase of 80.7% compared to a loss of $1,587,000 in Q3 2024 [182]. - Net revenues for the nine months ended September 30, 2025 decreased by $11,017,000 to $8,827,000, a decline of 55.5% compared to $19,844,000 for the same period in 2024 [192]. - Operating loss for the nine months ended September 30, 2025 was $6,603,000, compared to an operating loss of $2,014,000 for the same period in 2024, an increase of $4,589,000 [193]. - Net income for the nine months ended September 30, 2025 was $6,361,000, compared to a net loss of $7,289,000 for the same period in 2024, representing a turnaround of $13,650,000 [201]. - Other income for the nine months ended September 30, 2025 was $12,964,000, compared to other expense of $5,275,000 for the same period in 2024, an increase of $18,239,000 [199]. Expenses - Research and development expenses for the three months ended September 30, 2025, were $753,000, a 29.9% decrease from $1,074,000 in the same period of 2024 [182]. - Research and development expenses for the nine months ended September 30, 2025 decreased by $259,000 to $2,213,000, a decline of 10.5% compared to $2,472,000 for the same period in 2024 [197]. - Selling, general and administrative expenses for the nine months ended September 30, 2025 increased by $69,000 to $8,761,000, a slight increase of 0.8% compared to $8,830,000 for the same period in 2024 [198]. Liabilities and Backlog - The backlog as of October 6, 2025, was approximately $11 million, representing firm fixed price contracts awarded in Q3 2025 [157]. - The total liabilities measured at fair value as of September 30, 2025, were $39,430,170, down from $57,485,426 as of December 31, 2024 [173]. Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025 was $4,502,000, primarily related to net income of $6,361,000 and noncash items of $11,339,000 [204]. - Liquidity assessment indicates no substantial doubt about the company's ability to continue as a going concern, with an accumulated deficit of $68.6 million as of September 30, 2025 [203]. Real Estate and Leases - The company entered into a lease for 15,567 square feet of office and warehouse space in Redmond, WA, starting October 1, 2023, with monthly payments of $25,000 [208]. - The company entered into an office lease in Mooresville, North Carolina, for 5,240 square feet with a net monthly payment of $9,105, expiring on January 31, 2028, with a 3% increase in payment starting February 1, 2026 [209]. Accounting and Reporting - The consolidated financial statements are prepared in accordance with U.S. GAAP, requiring estimates and assumptions that could differ materially from actual results due to economic uncertainties [212]. - The significant accounting policies have not materially changed from those discussed in the Annual Report for the year ended December 31, 2024 [213]. - The company does not have applicable quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company [214]. Other Financial Metrics - The company reported a gain from the change in fair value of the earnout liability of $3,893,000, down 29.4% from $5,512,000 in the previous year [182]. - The gain from the change in fair value of warrant liability was $5,331,000, an increase of 115.7% compared to $2,471,000 in Q3 2024 [182]. - Cost of net revenues for the nine months ended September 30, 2025 decreased by $6,100,000 to $4,456,000, a reduction of 57.8% compared to $10,556,000 for the same period in 2024 [195]. - There are no off-balance sheet arrangements that are likely to materially affect the company's financial condition, revenue, or expenses [210].

Financial Performance - For the three months ended September 30, 2025, net revenues decreased by $1,691,000 to $1,177,000, a decline of 59.0% compared to $2,868,000 in the same period of 2024 [182]. - Gross profit for the same period was $603,000, down 72.0% from $2,154,000 in Q3 2024 [182]. - Operating loss for the three months ended September 30, 2025, was $2,867,000, an increase of 80.7% compared to a loss of $1,587,000 in Q3 2024 [182]. - Net revenues for the nine months ended September 30, 2025 decreased by $11,017,000 to $8,827,000, a decline of 55.5% compared to $19,844,000 for the same period in 2024 [192]. - Operating loss for the nine months ended September 30, 2025 was $6,603,000, compared to an operating loss of $2,014,000 for the same period in 2024, an increase of $4,589,000 [193]. - Net income for the nine months ended September 30, 2025 was $6,361,000, compared to a net loss of $7,289,000 for the same period in 2024, representing a turnaround of $13,650,000 [201]. - Other income for the nine months ended September 30, 2025 was $12,964,000, compared to other expense of $5,275,000 for the same period in 2024, an increase of $18,239,000 [199]. Expenses - Research and development expenses for the three months ended September 30, 2025, were $753,000, a 29.9% decrease from $1,074,000 in the same period of 2024 [182]. - Research and development expenses for the nine months ended September 30, 2025 decreased by $259,000 to $2,213,000, a decline of 10.5% compared to $2,472,000 for the same period in 2024 [197]. - Selling, general and administrative expenses for the nine months ended September 30, 2025 increased by $69,000 to $8,761,000, a slight increase of 0.8% compared to $8,830,000 for the same period in 2024 [198]. Backlog and Pipeline - As of October 6, 2025, the backlog was approximately $11 million, representing firm fixed price contracts awarded in Q3 2025 [157]. - The total validated pipeline as of September 30, 2025, was $166 million, consisting of opportunities for AI-driven edge, video, and sensor and data management platforms [158]. Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025 was $4,502,000, primarily related to net income of $6,361,000 and noncash items of $11,339,000 [204]. - Liquidity assessment indicates no substantial doubt about the company's ability to continue as a going concern, with an accumulated deficit of $68.6 million as of September 30, 2025 [203]. Leases and Commitments - The company entered into a lease for 15,567 square feet of office and warehouse space in Redmond, WA, with a monthly payment of $25,000, expiring on October 31, 2027 [208]. - The company entered into an office lease in Mooresville, North Carolina, for 5,240 square feet with a net monthly payment of $9,105, expiring on January 31, 2028, with a 3% increase in payment starting February 1, 2026 [209]. Accounting and Reporting - The consolidated financial statements are prepared in accordance with U.S. GAAP, requiring estimates and assumptions that could differ materially from actual results due to economic uncertainties [212]. - The significant accounting policies have not materially changed from those discussed in the Annual Report for the year ended December 31, 2024 [213]. - The company does not have applicable quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company [214]. Strategic Focus - The company has historically evaluated its business based on revenue generated from customers and plans to develop more advanced performance indicators as it grows [175]. - The company aims to expand its operational footprint and increase sales of lower margin solutions while focusing on AI-driven software applications [177]. Fair Value Adjustments - The company reported a gain from the change in fair value of the earnout liability of $3,893,000, a decrease of 29.4% from $5,512,000 in the previous year [182]. - The gain from the change in fair value of warrant liability was $5,331,000, an increase of 115.7% compared to $2,471,000 in Q3 2024 [182].

Financial Performance - Third quarter 2025 revenue was $11.7 million, with net income attributable to common stockholders of $0.3 million[15] - Adjusted funds from operations (AFFO) were $4.5 million, or $0.36 per diluted share, representing a 22% increase from $3.7 million in the same quarter last year[15] - Total income for the three months ended September 30, 2025, was $11,687,000, a decrease from $11,833,000 in the previous quarter[35] - Operating income for the third quarter of 2025 was $4,844,000, compared to $1,165,000 in the previous quarter, indicating a significant recovery[35] - Net income attributable to Modiv Industrial, Inc. for the third quarter of 2025 was $1,048,000, a turnaround from a net loss of $2,022,000 in the previous quarter[35] - Comprehensive income for the third quarter of 2025 was $726,000, compared to a comprehensive loss of $2,692,000 in the previous quarter[39] - For the three months ended September 30, 2025, Modiv Industrial, Inc. reported a net income of $1,077,000, a significant recovery from a net loss of $2,633,000 in the previous quarter[41] - The diluted earnings per share for common stockholders was $0.21 for the quarter, a recovery from a loss of $3.704 in the previous quarter[41] Expenses and Financial Management - The company reported a decrease in general and administrative expenses by $0.3 million, property expenses by $0.1 million, cash interest expense by $0.4 million, and preferred stock dividends by $0.1 million[15] - The company incurred stock compensation expenses of $811,000 for the quarter ended September 30, 2025[42] - Preferred stock dividends for the quarter amounted to $795,000, consistent with the previous quarter[42] - The company reported a depreciation and amortization expense of $3,746,000 for the quarter[42] Assets and Liabilities - As of September 30, 2025, annualized base rent totaled $38.9 million, with $8.3 million in unrestricted cash and $30 million available on the revolver[19] - The company has no outstanding debt maturities until January 2027, with 100% of indebtedness fixed at a weighted average interest rate of 4.27% and a leverage ratio of 48%[20] - Total consolidated debt as of September 30, 2025, was $280,502,000, with a net debt of $279,161,000, resulting in a net debt to adjusted EBITDA ratio of 6.9x[46] - Total asset value decreased slightly to $606,742,000 as of September 30, 2025, from $609,741,000 at the end of 2024[49] - Total liabilities increased to $294,769,000 as of September 30, 2025, compared to $293,779,000 at the end of 2024[51] - Cash and cash equivalents decreased to $8,264,000 from $11,530,000 at the end of 2024[51] - The company has a total credit facility of $280.0 million, consisting of a $30.0 million Revolver and a $250.0 million Term Loan, with the Term Loan fully drawn and the Revolver having zero outstanding balance as of September 30, 2025[18] Portfolio and Leasing - The portfolio consists of 43 properties with a weighted average lease term of 14.2 years, and approximately 28% of tenants have an investment-grade credit rating of BBB- or better[18] - The top 20 tenants contribute $35.5 million in annual base rent (ABR), representing 91% of the total ABR and occupying 3,860,010 square feet, which is 85% of the total leased area[62] - The company has 39 core industrial properties, which account for 82% of the total ABR and 93% of the total leased area[64] - As of September 30, 2025, the total annual base rent (ABR) expiring is $38,866,000, representing 100% of the total ABR[69] - The cumulative leased area expiring by 2034 is 554,441 square feet, accounting for 13% of the total leased area[69] Strategic Initiatives - The company aims to recycle select assets to enhance AFFO, increase weighted average lease term, and strengthen the balance sheet[25] - Modiv Industrial has focused on creating value for shareholders without pursuing aggressive growth strategies or dilutive capital raises[26] - The company emphasizes patience and discipline as key strategies in navigating the current market conditions[22] - Modiv Industrial remains committed to transparency and consistent dividends while exploring opportunities for value creation[25] Financial Metrics and Definitions - Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) are used to evaluate operating performance, with AFFO isolating financial results from operations[72][73] - Adjusted EBITDA is defined as GAAP net income adjusted for various non-cash items and extraordinary items, providing a clearer picture of operating performance[76] - Net Debt is defined as gross debt less cash, cash equivalents, and restricted cash, which is crucial for assessing financial health[77] - The leverage ratio is calculated as total debt as a percentage of the aggregate fair value of real estate properties plus cash and equivalents[78] - Annualized Base Rent (ABR) represents the contractual annual base rent for the next 12 months, indicating future revenue potential[79]

Financial Performance - Net revenue for the three months ended September 30, 2025, increased by 70.71% to $872,491 compared to $511,081 for the same period in 2024, driven by a new contract amendment with an S&P 500 bank[240]. - Net revenue for the nine months ended September 30, 2025, was $2,230,629, an increase from $1,585,153 for the same period in 2024[238]. - The Company reported a net loss of $5.78 million for the nine months ended September 30, 2025, with an accumulated deficit of $67.24 million[290]. - The Company recorded a net loss of $1,911,952 for the three months ended September 30, 2025, compared to a net income of $683,524 for the same period in 2024[238]. - Basic and diluted net loss per share attributable to T Stamp Inc. was $(0.72) for the three months ended September 30, 2025, compared to $(1.06) for the same period in 2024[238]. - Adjusted EBITDA loss (non-GAAP) for the three months ended September 30, 2025, decreased by 42.25% to a $1.24 million loss from a $2.14 million loss for the same period in 2024[233]. - The Company experienced a decrease in Adjusted EBITDA loss (non-GAAP) of 35.26% for the nine months ended September 30, 2025, to $4.30 million from $6.65 million for the same period in 2024[235]. Revenue and Expenses - Selling, general, and administrative expenses decreased by $673,000, primarily due to a 33% reduction in salaries and compensation, including stock-based compensation, during the three months ended September 30, 2025[234]. - Selling, general, and administrative (SG&A) expenses decreased by $673 thousand, or 30.82%, to $1,509,386 for the three months ended September 30, 2025, compared to $2,181,907 in the same period of 2024[249]. - Cost of services increased by 42.32% to $362,766 for the three months ended September 30, 2025, primarily due to increased internal developer costs and service requests from the S&P 500 bank[245]. - Cost of services (COS) increased by $229 thousand, or 28.78%, to $1,026,252 for the nine months ended September 30, 2025, compared to $796,925 in the same period of 2024[268]. - Research and development (R&D) expenses increased by $6 thousand, or 1.01%, to $575,258 for the three months ended September 30, 2025, compared to $569,506 in the same period of 2024[247]. - R&D expenses decreased by $60 thousand, or 3.80%, to $1,525,863 for the nine months ended September 30, 2025, compared to $1,586,085 in the same period of 2024[269]. Cash Flow and Financing - The Company had approximately $5.37 million in cash as of September 30, 2025, with a net loss of $5.78 million for the same period[284]. - Net cash flows from operating activities decreased by 35.07% to $4.01 million for the nine months ended September 30, 2025, compared to $6.18 million for the same period in 2024[293]. - Net cash used in investing activities was $665,000 for the nine months ended September 30, 2025, primarily for investments in technologies and equipment purchases[296]. - Net cash flows from financing activities increased to $7.32 million for the nine months ended September 30, 2025, compared to $4.37 million for the same period in 2024[297]. - The Company raised gross proceeds of $5.36 million under the Equity Distribution Agreement and $4.35 million from the Warrant Exercise and Exchange Inducement Agreement, providing sufficient liquidity for planned operations[291]. Debt and Obligations - The Company repaid a secured promissory note totaling $2,261,413, which included $51,413 in interest expense[171]. - The secured promissory note had an original principal amount of $2,210,000 and carried a 9% annual interest rate[172][173]. - The Company repaid a secured promissory note of $3.00 million plus interest of $69,000 on January 10, 2025[298]. - The Company entered into a Note Purchase Agreement on July 1, 2025, issuing a Secured Promissory Note of $2.21 million, which was fully repaid on October 1, 2025[286]. Market and Strategic Initiatives - The Company is focusing on the cryptocurrency market, particularly Stablecoins, and developing products tailored to this sector[158]. - The total stablecoin market capitalization is around $170 billion as of mid-2025, with projections to double to approximately $300–400 billion by 2030[207]. - The global market for microfinance is estimated at $250.4 billion in 2024, projected to reach $506 billion by 2030[208]. - The Company is expanding its international presence by opening an office in Tokyo, supported by local government funding[161]. - The Company is participating in the K-Startup Grand Challenge 2025 to establish a presence in South Korea and the broader Asia-Pacific region[161]. - The Company has established go-to-market partnerships in Nigeria and Ghana to expand its market reach[161]. Cybersecurity and Technology - The Company has strengthened its cybersecurity certifications, adding SOC2 certification to its existing credentials[161]. - In 2024, significant cybersecurity incidents exposed billions of personal records, highlighting the market potential for the Company's services in data security and fraud prevention[202]. - In 2024, global losses from payment card fraud reached approximately $33.8 billion, driven by increasing card-not-present and e-commerce fraud[203]. - The Merchant Risk Council estimates that merchants lose about 3.2% of annual e-commerce revenue to fraud, with online payment fraud losses projected to total $362 billion globally by 2028[203]. - The ramp-up process for QID's customer-facing activities has taken longer than anticipated, affecting service delivery and billing levels[289]. - The Company anticipates launching a biometrically secured proprietary non-custodial software wallet in January 2026[209]. Management and Personnel - Lance Wilson was appointed as the new Chief Financial Officer with an annual base salary of $182,250 and eligibility for an annual equity bonus of at least 10% of his base salary[189]. - The Company has onboarded 95 financial institutions with over $348 billion in assets via FIS, totaling 108 customers implementing the Orchestration Layer[225]. - The Orchestration Layer has attracted over sixty financial institutions, although full production has been slow, impacting revenue expectations[218].

Revenue and Growth - Revenue for the nine months ended September 30, 2025, was $115.4 million, an increase of $8.9 million, or 8.4%, compared to $106.5 million for the same period in 2024[238] - The revenue growth was principally driven by the inclusion of revenues from the Star Operating Companies acquisition, contributing 10 percentage points to the revenue increase[238] - Revenue for Q3 2025 was $48.0 million, up from $36.9 million in Q3 2024, representing a 30.1% increase, primarily due to the acquisition of Star Operating Companies contributing 30 percentage points to revenue growth[239] - For the nine months ended September 30, 2025, revenue increased by $10.0 million, or 9.5%, with the Star Operating Companies contributing 10 percentage points to this growth[242] Profitability and Expenses - Gross profit for Q3 2025 was $20.6 million, an increase of 10.9% from $18.6 million in Q3 2024, driven by the Star Operating Companies acquisition which added 11 percentage points to gross profit growth[239] - Gross profit for the nine months ended September 30, 2025, was $55.7 million, a 5.9% increase from $52.5 million in the same period of 2024, with the acquisition contributing 4 percentage points to the growth[242] - SG&A and Non-Op expenses rose to $21.8 million in Q3 2025, a 15.5% increase from $18.9 million in Q3 2024, with the acquisition contributing $2.2 million to this increase[239] - SG&A and Non-Op for the nine months ended September 30, 2025, was $58.5 million, up from $55.5 million in the same period of 2024, with the acquisition contributing $2.2 million to this increase[242] - Operating income for the nine months ended September 30, 2025, was $1.6 million, compared to $0.4 million in 2024, while EBITDA increased to $1.3 million, or 1% of revenue[273] Losses and Financial Position - EBITDA loss for Q3 2025 was $0.9 million, worsening from a loss of $0.3 million in Q3 2024, with a constant currency basis also reflecting a $0.6 million increase in loss[239] - Net loss for Q3 2025 was $1.8 million, compared to a net loss of $0.8 million in Q3 2024, indicating an increase in loss of $0.9 million[239] - Net loss for the nine months ended September 30, 2025, remained at $4.2 million, slightly increasing from the same period in 2024, with a constant currency basis reflecting a $0.1 million increase in loss[242] - For the three months ended September 30, 2025, the net loss was $1.8 million, an increase of $0.9 million compared to a net loss of $0.8 million for the same period in 2024[291] - For the nine months ended September 30, 2025, the net loss was $4.2 million, consistent with the net loss of $4.2 million for the same period in 2024[292] Business Segments Performance - The Building Solutions division continues to see significant demand for products despite a higher interest rate environment, although execution delays have been noted[232] - The Business Services division faced challenging market conditions in the first three quarters of 2025 due to persistent inflation and decreased demand for labor[233] - For the three months ended September 30, 2025, Building Solutions generated revenue of $9.6 million, reflecting recovery from previous macroeconomic challenges[248] - Building Solutions contributed a gross profit of $1.7 million for the three months ended September 30, 2025, supported by higher volumes and improved project mix[249] - Business Services revenue for the three months ended September 30, 2025, was $37.0 million, a 1% increase compared to the same period in 2024[252] - Total gross profit for Business Services was $18.6 million for the three months ended September 30, 2025, with a gross profit margin of 50%[259] Strategic Initiatives and Future Outlook - The company plans to explore strategic alternatives to enhance market position and profitability, including organic growth and selective acquisitions[228] - The company aims to introduce new services in the Building Solutions division, including logistics and on-site installation[234] - The Company acknowledges that all statements other than historical facts are forward-looking statements, subject to various risks and uncertainties[308] - Key risks include global economic fluctuations, potential acquisition-related risks, and competition in the Company's markets[308] - The Company emphasizes the importance of strategic initiatives and the ability to achieve anticipated benefits from proposed mergers[308] Cash Flow and Liquidity - Net cash used in operating activities for the nine months ended September 30, 2025, was $3.4 million, a decrease of $1.4 million from $4.8 million in the same period in 2024[294] - Net cash provided by investing activities for the nine months ended September 30, 2025, was $6.2 million, compared to $1.1 million in 2024, primarily due to cash received from the acquisition of Star Operating Companies[295] - As of September 30, 2025, cash and cash equivalents totaled $18.5 million, an increase from $17.7 million as of December 31, 2024[293] - As of September 30, 2025, the Company had cash and cash equivalents on hand of $15.4 million, indicating sufficient liquidity for at least the next 12 months[298] Risks and Challenges - There are concerns regarding the impact of rising inflationary pressures and interest rates on quarterly operating results[308] - The Company faces risks related to the loss of business with major customers and the ability to maintain client relationships[308] - The Company is dependent on key management personnel and skilled professionals for its operations[308] - Cybersecurity threats and attacks pose significant risks to the Company's operations and client service[308] - The Company is exposed to international operational risks, including foreign currency fluctuations and geopolitical events[308] - The Company must manage costs effectively to maintain acceptable levels of operation[308]

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 September 30, 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 charter) Delaware 85-326908 ...

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]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 September 30, 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 001-34024 Singularity Future Technology Ltd. (Exact name of registrant as specified in its charter) | Virginia ...

Cryptocurrency Strategy - The company launched a differentiated cryptocurrency treasury strategy focused on the TAO cryptocurrency, aiming for revenue generation and capital appreciation [215]. - The company formed a subsidiary, TAOX Florida Inc., to facilitate its expansion into the cryptocurrency treasury strategy business [215]. Series C Preferred Stock - During the nine months ended September 30, 2025, the company settled $4,285,000 of Series C Preferred Stock through $1,430,000 in cash redemptions and conversion of $2,855,000 into 951,667 shares of Common Stock [230]. - The Series C Preferred Stock has a stated value of $1,000 per share and is initially convertible into up to 448,250 shares of Common Stock [218]. - The Series C Preferred Shares accrue dividends at a rate of 5% per annum, compounded quarterly, increasing to 15% per annum upon a Triggering Event [221]. - The company received Nasdaq Stockholder Approval for the Series C Preferred Stock matters on December 6, 2024 [222]. - The Series C Offering included an aggregate of 1,793 shares of Series C convertible preferred stock and warrants to acquire up to 1,250,000 shares of Common Stock [218]. - The Series C Warrants are exercisable immediately and expire five years from the date of issuance [224]. - The company recognized a deemed dividend of $105,722 related to cash premiums during the nine months ended September 30, 2025 [230]. Series D Preferred Stock - The Company entered into a Series D Private Placement, selling 5,500 shares of Series D convertible preferred stock at a stated value of $1,000 per share, convertible into up to 1,833,333 shares of Common Stock at an initial conversion price of $3.00 [231]. - The Series D Preferred Stock will accrue dividends at a rate of 5% per annum, compounded quarterly, increasing to 15% per annum upon a Triggering Event [233]. - The Company settled $4,296,438 of the Series D Preferred Stock through conversions into 1,432,146 shares of Common Stock during the three and nine months ended September 30, 2025 [240]. - The Series D Warrants are exercisable immediately at an exercise price of $3.00 per share and expire five years from the date of issuance [241]. - The Resale Registration Statement for the Series D Conversion Shares was declared effective by the SEC on July 17, 2025 [243]. Financial Performance - During the three months ended September 30, 2025, the Company generated staking revenue of $203,371, compared to none in the same period of 2024 [252][253]. - Total operating expenses for the three months ended September 30, 2025 were $2,002,871, a slight increase of approximately 1.3% from $1,978,044 in the same period of 2024 [254]. - The Company recorded a net loss of $3,923,247 for the three months ended September 30, 2025, representing a decrease of 31.7% compared to a net loss of $5,742,013 in the same period of 2024 [252]. - The company recognized losses of $(3,923,247) for the three months ended September 30, 2025, an improvement from $(5,742,013) in the same period of 2024 [260]. - For the nine months ended September 30, 2025, research and development expenses decreased by approximately 77.5% to $263,759 from $1,174,217 in the same period of 2024 [264]. - Total operating expenses for the nine months ended September 30, 2025, increased by approximately 16.4% to $6,111,831 compared to $5,250,505 for the same period in 2024 [263]. - The company incurred total other expenses of $(15,149,658) for the nine months ended September 30, 2025, compared to $(1,971,516) for the same period in 2024 [268]. - Net income (loss) for the nine months ended September 30, 2025, was $(21,054,156), a significant increase in loss compared to $(7,222,021) for the same period in 2024 [269]. Cash Flow and Working Capital - As of September 30, 2025, the company had working capital of $7,306,830, a decrease from $16,706,587 as of December 31, 2024 [270]. - The company expects its current cash and cash equivalents, along with the value of TAO tokens, totaling approximately $34.0 million, to support projected operating requirements for at least the next 12 months [271]. - Cash used in operating activities was $3,944,213 for the nine months ended September 30, 2025, compared to $3,716,123 for the same period in 2024, reflecting an increase of $228,090 [276]. - Net cash used in investing activities was approximately $17.6 million for the nine months ended September 30, 2025, compared to $1.0 million for the same period in 2024 [277]. - Net cash provided by financing activities was $5,303,622 for the nine months ended September 30, 2025, compared to $4,319,595 used in financing activities for the same period in 2024 [278]. - Cash provided by financing activities in 2025 included proceeds from the Company's Series D Preferred Stock offering and exercise of investor warrants [278]. - Cash used in investing activities in 2024 was primarily for the purchase of cryptocurrency for the Company's treasury strategy [277]. - Cash used for financing activities in 2024 was for the redemption of principal and dividends on Series B Preferred Stock, partially offset by proceeds from Series C Preferred Stock offering [278]. Research and Development Expenses - The Company has incurred cumulative expenses of approximately $100,000 related to the Nemours Agreement for a clinical trial, with total trial and IND costs estimated at $2 million [248]. - As of September 30, 2025, the Company has incurred expenses of approximately $563,000 related to the collaboration with Cleveland Clinic, with total estimated costs of approximately $2 million [250]. - Research and development expenses for the three months ended September 30, 2025, decreased by approximately 75.6% to $54,388 from $222,897 in the same period of 2024 [255]. - General and administrative expenses increased by approximately 11.0% to $1,948,483 for the three months ended September 30, 2025, compared to $1,755,147 for the same period in 2024 [258].