TRUG 10-Q
TruGolf Holdings, Inc. (TRUG)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
or
For the transition period from __________________________ to __________________________
Commission
file number
(Exact name of registrant as specified in its charter)
| State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 12, 2026, the latest practicable date, shares of Class A common stock and shares of Class B common stock outstanding.
TRUGOLF HOLDINGS, INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Capitalized software development costs, net | ||||||||
| Right-of-use assets | ||||||||
| Other long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Notes payable, current portion | ||||||||
| Notes payable to related parties | ||||||||
| Line of credit, bank | ||||||||
| Dividend notes payable | ||||||||
| Accrued interest | ||||||||
| Accrued and other current liabilities | ||||||||
| Lease liability, current portion | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Note payables, net of current portion | ||||||||
| Gross sales royalty payable | ||||||||
| Lease liability, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, million shares authorized | ||||||||
| Series A Convertible Preferred
Stock, $ par value per share; authorized - shares; and shares issued and outstanding, respectively. Liquidation
preference of $ | ||||||||
| Common stock, $ par value, million shares authorized: | ||||||||
| Common stock - Class A, $ par value, million shares authorized; and shares issued and outstanding, respectively | ||||||||
| Common stock - Class B, $ par value, million shares authorized; shares issued and outstanding, respectively | ||||||||
| Treasury stock at cost, shares of common stock held, respectively | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Total gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries, wages and benefits | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
Series A Preferred Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock for interest and make good | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of notes | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation- options | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock for PIPE interest and make good | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of PIPE notes | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of dividend note payable | ||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split adjustment | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series A Preferred and associated warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| 5 |
TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
Series A Preferred Stock | Class A Common Stock | Class B Common Stock | Treasury Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of Series A Preferred and dividends | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Reversal of cancelled preferred stock conversions | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of Series A Preferred and dividends | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Cancelled preferred stock conversions | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
TRUGOLF HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of convertible notes discount | ||||||||
| Amortization of right-of-use asset | ||||||||
| Bad debt expense | ||||||||
| Stock issued for make good provisions on debt conversion | ||||||||
| Stock options issued to employees | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Inventory, net | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other current assets | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Accrued interest payable | ( | ) | ||||||
| Accrued and other current liabilities | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Capitalized software, net | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from PIPE loans, net of discount | ||||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Repayments of notes payable to related party | ( | ) | ( | ) | ||||
| Repurchase of treasury stock | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash - beginning of period | ||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Series A Convertible Preferred Stock dividends converted to Class A Common Stock | $ | $ | ||||||
| PIPE note principal converted to Class A Common Stock | $ | $ | ||||||
| Dividend note principal converted to Class A and Class B Common Stock | $ | $ | ||||||
| Exchange of PIPE Notes and Series A and B Warrants for Series A Convertible Preferred Stock and Warrants for Series A Convertible Preferred Stock | $ | $ | ||||||
The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
TRUGOLF HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Organization and Business
TruGolf Holdings, Inc. (including its subsidiaries, “TruGolf”, “the Company,” “we,” “us,” or “our”) designs, develops, manufactures, and sells golf simulators and related software for residential and commercial applications.
On May 10, 2024, the Company formed TruGolf Links Franchising, LLC (“Links”), a wholly-owned subsidiary, to establish and sell franchises utilizing the Company’s indoor golf and recreational sports simulators.
On March 10, 2026, the Company completed its redomestication from Delaware to Nevada (the “Redomestication”). In connection with the Redomestication, the Company adopted new articles of incorporation and bylaws governed by Nevada law. At the effective time of the Redomestication, each outstanding share of the Company’s common stock and preferred stock converted into an equivalent corresponding share of the Nevada corporation, with no change in par value.
Reverse Stock Split
On
March 27, 2026, the Company completed a
Proportionate adjustments for the Reverse Stock Split were made to the exercise prices and number of shares issuable under the Company’s equity incentive plans, and the number of shares underlying outstanding equity awards and warrants, as applicable.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies of ours are described in Note 2 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following policies are either new to the Company or have been updated to reflect changes in the current period.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of TruGolf have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Article 8 of Regulation S-X and the related rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). These interim unaudited condensed financial statements should be read in conjunction with those audited financial statements included in the Form 10-K, as filed with the SEC on April 15, 2026 (“Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting of normal recurring accruals, have been made. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the entire year.
Reclassifications
Certain reclassifications within the balance sheets and statements of operations have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total on the results of operations and cash flows in all periods presented.
| 8 |
Recently Issued Accounting Pronouncements Not Yet Adopted
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modernizes the guidance for capitalizing internal-use software costs to better reflect contemporary software development practices, including agile and iterative methodologies. The amendments remove all references to prescriptive project stages from the existing three-stage framework and replace them with a principles-based approach under which an entity begins capitalizing software costs when two criteria are met: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform its intended function. The standard also supersedes the existing guidance on website development costs under Subtopic 350-50 and incorporates those costs into the Subtopic 350-40 framework, and requires capitalized internal-use software costs to comply with the disclosure requirements of ASC 360-10, Property, Plant, and Equipment. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted, and the standard may be applied on a retrospective, prospective, or modified retrospective basis. The Company is currently evaluating the impact this standard will have on its financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its financial statements.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share for the periods presented because all potentially dilutive securities were anti-dilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock options | ||||||||||||||||
| Series A preferred shares (1) | ||||||||||||||||
| Common stock - Series A preferred warrants | ||||||||||||||||
| Earnout shares | ||||||||||||||||
| Underwriter warrants | ||||||||||||||||
| Pipe convertible notes (2) | ||||||||||||||||
| Common stock - Series A warrants | ||||||||||||||||
| Common stock - Series B warrants | ||||||||||||||||
| Totals | ||||||||||||||||
| (1) | ||
| (2) |
| 9 |
NOTE 4 – CAPITALIZED SOFTWARE
Capitalized software development costs consist primarily of costs incurred to develop and enhance of the Company’s proprietary software platform E6 GOLF® software platform. Software development costs are capitalized when the capitalization criteria are met and are amortized using the straight-line method over their estimated useful lives beginning when the related software is placed into service.
The components of capitalized software development costs were as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Capitalized software | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Capitalized software costs, net | $ | $ | ||||||
Amortization
expense related to capitalized software development costs was $
NOTE 5– RELATED PARTY TRANSACTIONS
Related party notes payable consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Note payable - ARJ Trust | $ | $ | ||||||
| Loan - Chris Jones | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Note payable long-term portion | $ | $ | ||||||
ARJ Trust
In
December 2008, the Company entered into a note payable with ARJ Trust, a trust that is indirectly controlled by the Company’s chief
executive officer. The note had a principal amount of $
In
June 2010, the Company entered into a second note payable with ARJ Trust. The note has a principal amount of $
The
Company made interest-only payments of $
Chief Executive Officer
During
the year ended December 31, 2024, the Company’s Chief Executive Officer loaned the Company an aggregate of $
| 10 |
NOTE 6 – STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock
On April 22, 2025, in connection with the execution of certain exchange agreements, the Company designated shares of authorized and unissued preferred stock as Series A Convertible Preferred Stock. Upon completion of the Redomestication, these shares were converted into Series A Convertible Preferred Stock of the redomesticated entity on substantially the same terms (“Series A Preferred”).
Each share of Series A Preferred has an initial stated value of $ per share, subject to adjustment pursuant to the Company’s Articles of Incorporation for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions and similar events. The Series A Preferred ranks senior to the Company’s Class A common stock with respect to dividends, distributions, and upon liquidation, dissolution, and winding up.
The
Series A Preferred accrues cash dividends at a rate of
The
conversion price of the Series A Preferred is subject to periodic reset provisions based on the market price of the Company’s Class
A common stock. The Series A Preferred also contains anti-dilution and stock combination event adjustment provisions, including adjustments
based on an “Event Market Price,” as defined in the Articles of Incorporation, which may affect the conversion price and
the number of shares issuable upon conversion. In connection with the Company’s 2026 reverse stock split, the conversion price
was proportionately adjusted to $
Upon
the voluntary conversion by the holders of the Series A Preferred, in addition to the issuance of Class A common stock issuable upon
conversion of the stated value of the Series A Preferred, the Company shall issue to the holders of Class A common stock all
dividends that would otherwise have accrued on such Series A Preferred if such share were held until the five-year anniversary of
issuance (the “Make-Whole Amount”). The Make-Whole Amount is convertible into Class A common stock at the
“Alternate Conversion Price” which is equal to the lesser of (i) the conversion price, and (ii) 90% of the lowest volume
weighted average price (“VWAP”) of the Class A common stock during the five consecutive trading days immediately prior
to such conversion (subject to the Floor Price of $
(the “Floor Price”)) (the “Alternate Conversion Price”). If at the time of a conversion the Alternate
Conversion Price is determined to be the Floor Price because such Floor Price is greater than
| 11 |
Conversion of Series A Preferred Stock
During the three months ended June 30, 2026, the Company issued an aggregate of shares of Class A common stock upon conversion of shares of Series A Preferred. During the six months ended June 30, 2026, the Company issued an aggregate of shares of Class A common stock upon conversion of shares of Series A preferred. The shares issued had fair values ranging from $ to $ per share.
During the six months ended June 30, 2026, the Company issued an aggregate of shares of Class A common stock to holders of Series A Preferred in satisfaction of accrued dividends in lieu of cash. No such shares were issued during the three months ended June 30, 2026.
The Company also reversed the conversion of shares of Series A Preferred that had previously been reflected as converted as of December 31, 2025. The related issuance of shares of Class A common stock was subsequently cancelled because the shares were not issued or delivered to the holders. Accordingly, the Company reinstated the related preferred stock balances and reversed the previously recorded conversion entries, resulting primarily in reductions to Class A common stock and additional paid-in capital, with a corresponding adjustment to accumulated deficit related to amounts previously recognized under the make-whole provisions.
The Company evaluated the impact of the cancelled conversions on its previously issued financial statements, including earnings per share, and concluded that the effect was not material.
NOTE 7 – REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company’s revenues are disaggregated based on revenue type, including (i) golf simulators, (ii) content software subscriptions, (iii) franchise revenue, and (iv) other.
The Company’s net revenues for the three and six months ended June 30, 2026 and 2025, are disaggregated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Golf Simulators(1) | $ | $ | $ | $ | ||||||||||||
| Content Software Subscriptions | $ | |||||||||||||||
| Franchise Revenue | $ | |||||||||||||||
| Other(2) | $ | |||||||||||||||
| Total net revenue | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
NOTE 8 – SEGMENT INFORMATION
The Company currently operates as one business segment, which is also its sole reportable segment, focusing on the manufacturing and sale of indoor golf simulators. The Company’s business activities have similar economic and other characteristics, including the nature of its products, manufacturing processes, types of customers, and distribution methods. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision makers (“CODMs”). The Company’s CODMs consist of its Principal Executive Officer, Director, and Principal Financial Officer, who collectively review and evaluate consolidated profit and loss and total assets for the purpose of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in claims and legal proceedings arising in the ordinary course of business. Management is not currently aware of any matters that are expected to have material adverse effect on the Company’s financial position, results of operations, or cash flows.
| 12 |
NOTE 10 – SUBSEQUENT EVENT
Subsequent
to June 30, 2026, the Company repaid an additional $
Issuance of Common Stock
Subsequent to June 30, 2026, the Company issued an aggregate of shares of Class A common stock with fair values ranging from $ to $ per share for the conversion of shares Series A Preferred Convertible Stock.
Legal Proceedings
On July 24, 2026, a putative class action and shareholder derivative complaint captioned Parker LaChance, individually and on behalf of all others similarly situated, and derivatively on behalf of TruGolf Holdings, Inc. v. TruGolf Holdings, Inc.; Christopher Jones; B. Shaun Limbers; Humphrey P. Polanen; Riley Russell; AJ Redmer; Haynie & Company; SandTrap Opportunities LLC; ATW Opportunities Master Fund II, L.P.; ATW Partners Opportunities Management, LLC; Kerry Propper; and Antonio Ruiz-Giménez was filed against the Company and certain of its current and former officers and directors, Haynie & Company, and certain investor entities and individuals in the United States District Court for the District of Utah, Case No. 2:26-cv-00695. The plaintiff, Parker LaChance, purports to bring the action individually and on behalf of a putative class of persons who purchased or otherwise acquired the Company’s Class A common stock between September 10, 2025 and May 20, 2026, and derivatively on behalf of the Company.
The complaint alleges, among other things, that the Company’s registration statements, proxy statements, and periodic reports contained material misstatements and omissions arising from certain financing transactions. The complaint purports to assert claims for violation of Sections 11 and 15 of the Securities Act of 1933 against the Company, certain current and former officers and directors, and Haynie & Company; violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder against the Company and certain officers and directors in connection with proxy solicitations; violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, against the Company and its Chief Executive Officer; and, derivatively, claims for breach of fiduciary duty against certain officers and directors, aiding and abetting breach of fiduciary duty against certain investor defendants, and unjust enrichment in the alternative.
The complaint seeks, among other relief, class certification, compensatory damages in an amount to be determined at trial together with prejudgment interest, rescission or a rescissory measure of damages under the Securities Act claims to the extent available, damages to the Company (including disgorgement of profits and other benefits) on the derivative claims, corporate governance reforms, an award of costs and attorneys’ fees, and a jury trial.
The Company believes it has meritorious defenses to the allegations and intends to defend the action vigorously. At this stage of the proceeding, the Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, if any, and no amounts have been accrued in connection with this matter as of the date of this filing.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provide information which we believe relevant to an assessment and understanding of our financial condition and results of operations. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.
Cautionary Note Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 (“Form 10-Q”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding the financial position, business strategy and the plans and objectives of management for our future operations, are forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as assumptions made by and information currently available to us. When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “forecasts,” “may,” “will,” “should,” “seek,” “scheduled,” “intend,” “plan,” and “expect” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
The forward-looking statements in this Form 10-Q are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control, that could cause the actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to numerous risks, including, but not limited to the following:
| ● | the occurrence of any event, change, or other circumstances, including the outcome of any legal proceedings that may be instituted against us; | |
| ● | the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our securities; | |
| ● | the risk of disruption to our current plans and operations; | |
| ● | the ability to recognize the anticipated benefits of our business and the Business Combination, which may be affected by, among other things, competition and the ability to grow, manage growth profitably, and retain key employees; | |
| ● | costs related to our business; | |
| ● | changes in applicable laws or regulations; | |
| ● | our ability to meet future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash; | |
| ● | our ability to maintain existing license agreements; | |
| ● | our ability to achieve and maintain profitability in the future; | |
| ● | our financial performance; and | |
| ● | other factors disclosed under the section entitled “Risk Factors”. |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2026 (the “Form 10-K”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable and the information included in this report is accurate, we cannot guarantee that the future results, level of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to confirm these statements to actual results or changes in our expectations. We qualify all of our forward-looking statements by these cautionary statements.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q (the “Financial Statements”), and also with our audited consolidated financial statements and notes thereto included in our Form 10-K.
Company Overview
We design, develop, manufacture, and sell golf simulators and related software for residential and commercial applications. Our product offerings include portable, professional, commercial, and custom simulators, as well as standalone software products including E6 Connect and E6 GOLF. We also offer multi-sport gaming applications. Our franchise operations are conducted through our wholly-owned subsidiary, TruGolf Links Franchising, LLC, (“Links”)
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Reverse Stock Split
On March 27, 2026, the Company completed a 1-for-10 reverse stock split of the Class A common stock and Class B common stock of the Company’s issued and outstanding common stock, effective as of March 27, 2026 (the “2026 Reverse Stock Split”, and together with the 2025 Reverse Stock Split, the “Reverse Stock Split”) and began trading on a 2026 Reverse Stock Split-adjusted basis on Nasdaq on March 27, 2026. As a result of the 2026 Reverse Stock Split, the number of Class A common stock outstanding as of December 31, 2025, was reduced from 5,355,626 to approximately 535,563 and the number of Class B common stock outstanding was reduced from 199,999 to 19,999, and the number of authorized shares of Class A common stock was reduced from 1,000,000,000 shares to 100,000,000 shares, and the number of authorized shares of Class B common stock was reduced from 10,000,000 to 1,000,000. All share amounts have been retroactively adjusted for the Reverse Stock Split.
Results of Operations
Comparison of the Three Months Ended June 30, 2026, to the Three Months Ended June 30, 2025
| 2026 | 2025 | Variance | ||||||||||
| Revenue, net | $ | 5,792,180 | $ | 4,310,864 | $ | 1,481,316 | ||||||
| Cost of revenue | 2,326,282 | 2,537,654 | (211,372 | ) | ||||||||
| Total gross profit | 3,465,898 | 1,773,210 | 1,692,688 | |||||||||
| Operating expenses | ||||||||||||
| Salaries, wages and benefits | 1,240,565 | 1,006,210 | 234,355 | |||||||||
| Selling, general and administrative | 2,447,339 | 2,637,026 | (189,687 | ) | ||||||||
| Operating loss | (222,006 | ) | (1,870,026 | ) | 1,648,020 | |||||||
| Other expenses, net | (225,802 | ) | (1,451,444 | ) | 1,225,642 | |||||||
| Loss before income taxes | $ | (447,808 | ) | $ | (3,321,470 | ) | $ | 2,873,662 | ||||
Revenues
Revenues increased by $1,481,316, or 34.4% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase is primarily attributable to higher product acceptance, which resulted in increased revenue recognition from product sales, as well as the recognition of previously deferred revenue upon satisfaction of the applicable revenue recognition criteria.
Cost of Revenues
Cost of revenue decreased by $211,372, or 8.3% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was partially attributable to (i) the allocation of salaries and wages of warehouse employees of $330,204 during the three months ended June 30, 2026, compared to its absence during the prior year period, (ii) the increase in shipping costs of $192,590 during the three months ended June 30, 2026 as compared to the prior year period, (iii) inventory adjustments decreased by $328,276, reflecting reduced inventory write-downs and other inventory-related adjustments, and (iv) other product cost variances decreased by $405,890 as compared to the prior year period.
Operating Expenses
Total operating expenses increased by $44,668, for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Salaries, Wages and Benefits
Salaries, wages and benefits increased by $234,355, or 23.3%, to 1,240,565 for the three months ended June 30, 2026, compared to $1,006,210 the three months ended June 30, 2025. The increase was primarily due to a reduction in employee compensation capitalized as software development costs, which resulted in a greater portion of payroll cost being recognized as operating expense during the current-year period. Employee compensation capitalized as software development costs decreased to $933,603 for the three months ended June 30, 2026, from $1,298,247 in the prior year period.
Selling, General and Administrative
Selling, general and administrative decreased by $189,687, or 7.2%, to $2,447,339 for the three months ended June 30, 2026, compared to $2,637,026, for the three months ended June 30, 2025. The overall decrease was primarily attributable to a $323,248 decrease in bad debt expense in accordance with the Company’s accounting policy for recording the allowance for doubtful accounts, as well as a $166,619 decrease in other selling, general and administrative expenses. These decreases were partially offset by an increase in amortization expense related to capitalized software costs to $286,513 for the three months ended June 30, 2026, from $111,188 for the comparable prior-year period, and an increase in rent expense of $124,855, primarily resulting from a lease modification executed during the year ended December 31, 2025, which increased the Company’s monthly lease payments.
Other Expenses, net
Other expenses, net decreased by $1,225,642, or 84.4%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The decrease was primarily attributable to the elimination of interest expense associated with the PIPE convertible notes following their exchange for Series A Preferred Stock in July 2025 as well as the settlement of the dividend notes payable in April 2025.
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Comparison of the Six Months Ended June 30, 2026, to the Six Months Ended June 30, 2025
| 2026 | 2025 | Variance | ||||||||||
| Revenue, net | $ | 10,812,442 | $ | 9,700,094 | $ | 1,112,348 | ||||||
| Cost of revenue | 4,663,548 | 4,489,173 | 174,375 | |||||||||
| Total gross profit | 6,148,894 | 5,210,921 | 937,973 | |||||||||
| Operating expenses | ||||||||||||
| Salaries, wages and benefits | 2,033,976 | 2,953,026 | (919,050 | ) | ||||||||
| Selling, general and administrative | 5,631,503 | 5,362,145 | 269,358 | |||||||||
| Operating loss | (1,516,585 | ) | (3,104,250 | ) | 1,587,665 | |||||||
| Other expenses, net | (378,517 | ) | (2,887,542 | ) | 2,509,025 | |||||||
| Loss before income taxes | $ | (1,895,102 | ) | $ | (5,991,792 | ) | $ | 4,096,690 | ||||
Revenues
Revenues increased by $1,112,348 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase is primarily attributable to higher product acceptance, which resulted in increased revenue recognition from product sales, increase in revenue from the franchise division, as well as the recognition of previously deferred revenue upon satisfaction of the applicable revenue recognition criteria.
Cost of Revenues
Cost of revenue increased by $174,375, or 3.9% for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The increase was partially attributable to (i) the allocation of salaries and wages of warehouse employees of $528,277 during the six months ended June 30, 2026, compared to its absence during the prior year period, (ii) the increase in shipping costs of $227,341 during the six months ended June 30, 2026 as compared to the prior year period, (iii) inventory adjustments decreased by $379,210, reflecting reduced inventory write-downs and other inventory-related adjustments, and (iv) other product cost variances decreased by $202,033 as compared to the prior year period.
Operating Expenses
Salaries, Wages and Benefits
Salaries, wages and benefits decreased by $919,050, or 31.1%, to $2,033,976 for the six months ended June 30, 2026, compared to $2,953,026 for the six months ended June 30, 2025. The decrease was primarily attributable to a lower amount of employee compensation being capitalized as software development costs during the current-year period. The Company capitalized $1,999,668 of employee compensation as software development costs during the six months ended June 30, 2026, compared to $1,568,778 during the corresponding prior year period.
Selling, General and Administrative
Selling, general and administrative increased by $269,358, or 5.0%, to $5,631,503 for the six months ended June 30, 2026, compared to $5,362,145, for the six months ended June 30, 2025. The overall increase was primarily attributable to an increase in amortization expense related primarily to capitalized software costs of $755,726 for the six months ended June 30, 2026, compared to $211,488 for the six months ended June 30, 2025, and an increase in rent expense of $124,855, primarily resulting from a lease modification executed during the year ended December 31, 2025, which increased the Company’s monthly lease payments. The increases were partially offset by an decrease of $264,318 in bad debt expense in accordance with the Company’s accounting policy for recording the allowance for doubtful accounts, a decrease of $212,235 in legal fees, as well as a $192,540 decrease in other selling, general and administrative expenses.
Other Income (Expenses)
Other expenses, net decreased by $2,509,025, or 86.9%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The decrease was primarily attributable to the elimination of interest expense associated with the PIPE convertible notes following their exchange for Series A Preferred Stock in July 2025 as well as the settlement of the dividend notes payable in April 2025.
Liquidity and Capital Resources
Liquidity
As of June 30, 2026, we had cash on hand of $8,474,349 and a working capital deficit of $2,345,394 as compared to cash on hand of $12,569,263 and a working capital surplus of $1,076,496 as of December 31, 2025. The decrease in working capital is primarily attributable to a decrease in cash on hand of $4,094,910, an increase of accounts receivable, net of $204,304, an increase in inventory of $528,059, and an increase in prepaid expenses of $72,704, which was partially offset by an increase in accounts payable of $481,822, an increase in other current liabilities of $129,704 and a decrease in deferred revenue of $379,836 and a decrease of $150,000 in note payable to related parties.
The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2026, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily with the sale of equity and convertible notes, although no assurances can be given that such financing will be available on acceptable terms or at all. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
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Cash Flows
During the six months ended June 30, 2026, our cash used in operating activities was $1,400,386 compared to $1,354,546 during the six months ended June 30, 2025.
During the six months ended June 30, 2026, our net cash used in investing activities was $2,175,802 as compared to net cash used in investing activities of $1,614,744 during the six months ended June 30, 2025. The increase in cash used in investing activities was primarily due to an increase in capitalized costs for software development.
During the six months ended June 30, 2026, our net cash used in financing activities was $518,726 compared to net cash provided of $2,246,572 during the six months ended June 30, 2025. The decrease in cash provided by financing activities was primarily due to repurchase of treasury stock and cash payment of $150,000 for repayment of notes payable to a related party during the six months ended June 30, 2026, compared to $268,500 of such payments during the six months ended June 30, 2025, as well as $2,520,000 in cash proceeds from the convertible PIPE notes in 2025.
Critical Accounting Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. The following estimates involve the highest degree of judgment and uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. The descriptions should be read in conjunction with Note 2 – Summary of Significant Accounting Policies, which describes the underlying accounting policies.
Allowance for Current Expected Losses
We estimate our allowance for current expected credit losses on accounts receivable using a rate loss model that considers customer payment history, aging, current economic conditions, and management’s judgment regarding ultimate collectability. As of June 30, 2026, we recorded an allowance of $1,372,500 against gross accounts receivable of $2,637,513, representing a reserve rate of 52.0%. The reserve rate reflects the concentration of our receivables among a limited number of commercial customers and the extended payment terms common in our industry.
This estimate is inherently uncertain because it requires management to predict future customer behavior based on historical patterns that may not be indicative of future collections. A 10% increase or decrease in our reserve rate would change the allowance by approximately $264,000, with a corresponding impact on net income. Given the concentration of our receivable balance, the financial condition of a single significant customer could have a disproportionate effect on this estimate.
Inventory Valuation
We carry inventory at the lower of cost or net realizable value. Estimating net realizable value requires management to assess product demand, technological obsolescence, and the expected selling prices of inventory on hand. During the three months ended March 31, 2026, we recorded $64,343 in inventory valuation adjustments in connection with our transition to a new accounting system, which required a comprehensive reconciliation of physical inventory counts to book records. These adjustments demonstrate the inherent uncertainty in this estimate.
Going forward, our inventory valuation is subject to risk from rapid changes in product technology and customer demand, particularly as we continue to evolve our simulator hardware lineup. A deterioration in demand for existing hardware models or the introduction of new products that render current inventory obsolete could require additional write-downs beyond those already recorded. Management reviews inventory for impairment indicators on a quarterly basis.
Capitalized Software Development Costs and Technological Feasibility and Useful Life
We capitalize software development costs once technological feasibility is established and cease capitalization when the product is available for general release. As of June 30, 2026, capitalized software development costs, net of accumulated amortization, were $4,877,603, and amortization expense was $755,726 for the six months ended June 30, 2026, compared to $433,058 for the six months ended June 30, 2025.
Two estimates embedded in this balance involve significant judgment. First, the determination of when technological feasibility is achieved affects the amount of costs eligible for capitalization versus those that must be expensed as incurred. An earlier or later feasibility determination could materially change the amount capitalized in any given period. Second, we amortize capitalized software costs over an estimated useful life of three years. If the actual useful life of our software products proves shorter than three years due to technological change or loss of market relevance, we would be required to accelerate amortization or record an impairment charge. Conversely, if useful lives are longer than estimated, our amortization expense may be overstated. Given the $4,877,603 net balance subject to this estimate, a change in the estimated useful life from three years to two years would increase annual amortization expense by approximately $813,000, which would be material to our results of operations.
Recent Accounting Developments
For a discussion of recently issued accounting developments and their impact on our unaudited condensed consolidated financial statements, refer to Note 2— Summary of Significant Accounting Policies in our Financial Statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
Our Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-Q. Based on that evaluation, our Company’s principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective, as of June 30, 2026, due to the material weakness in internal control over financial reporting described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Form 10-Q that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our Company is a party to various lawsuits, claims, and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to commercial disputes, intellectual property matters, and employment related matters. In addition, our Company may bring claims or initiate lawsuits from time to time against various third parties with respect to matters arising out of the ordinary course of our Company’s business, including but not limited to commercial and intellectual property related matters.
For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows.
On July 24, 2026, a putative class action and shareholder derivative complaint captioned Parker LaChance, individually and on behalf of all others similarly situated, and derivatively on behalf of TruGolf Holdings, Inc. v. TruGolf Holdings, Inc.; Christopher Jones; B. Shaun Limbers; Humphrey P. Polanen; Riley Russell; AJ Redmer; Haynie & Company; SandTrap Opportunities LLC; ATW Opportunities Master Fund II, L.P.; ATW Partners Opportunities Management, LLC; Kerry Propper; and Antonio Ruiz-Giménez was filed against the Company and certain of its current and former officers and directors, Haynie & Company and certain investor entities and individuals in the United States District Court for the District of Utah, Case No. 2:26-cv-00695. The plaintiff, Parker LaChance, purports to bring the action individually and on behalf of a putative class of persons who purchased or otherwise acquired the Company’s Class A common stock between September 10, 2025 and May 20, 2026, and derivatively on behalf of the Company.
The complaint alleges, among other things, that the Company’s registration statements, proxy statements, and periodic reports contained material misstatements and omissions arising from certain financing transactions. The complaint purports to assert claims for violation of Sections 11 and 15 of the Securities Act of 1933 against the Company, certain current and former officers and directors, and Haynie & Company; violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder against the Company and certain officers and directors in connection with proxy solicitations; violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, against the Company and its Chief Executive Officer; and, derivatively, claims for breach of fiduciary duty against certain officers and directors, aiding and abetting breach of fiduciary duty against certain investor defendants, and unjust enrichment in the alternative.
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The complaint seeks, among other relief, class certification, compensatory damages in an amount to be determined at trial together with prejudgment interest, rescission or a rescissory measure of damages under the Securities Act claims to the extent available, damages to the Company (including disgorgement of profits and other benefits) on the derivative claims, corporate governance reforms, an award of costs and attorneys’ fees, and a jury trial.
The Company believes it has meritorious defenses to the allegations and intends to defend the action vigorously. At this stage of the proceeding, the Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, if any, and no amounts have been accrued in connection with this matter as of the date of this filing.
Except as described above, as of the date of this Form 10-Q, we believe that none of our pending lawsuits, claims, and other proceedings are expected to have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.
ITEM 1A. RISK FACTORS
Information regarding our risk factors appears in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A common stock. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K.
The conversion of our outstanding Series A Preferred Stock into Class A common stock will dilute the ownership interest of our stockholders.
The conversion price of our Series A Preferred Stock is subject to adjustment in certain circumstances, including (i) if we sell Class A common stock or equivalents at a price below the then-current conversion price (subject to certain exceptions), (ii) on each six-month anniversary of issuance (each, a “Reset Date”) if the conversion price then in effect exceeds the closing price of the Class A common stock on such date, and (iii) upon stock splits, stock dividends, or similar recapitalization events. The most recent Reset Date was April 22, 2026, resulting in a Reset Price of $2.76. The next Reset Date will be October 22, 2026. Upon conversion, we must issue to the holders Class A common stock representing all dividends that would otherwise have accrued on such Series A Preferred through the five-year anniversary of issuance, and this amount converts at a price equal to the lesser of the conversion price, or 90% of the lowest VWAP of Class A common stock during the five trading days prior to conversion (subject to a floor price). In addition, if the floor price exceeds 90% of the five-day VWAP, the stated value of the Series A Preferred is subject to increase. If the conversion price of the Series A Preferred decreases or the stated value of the Series A Preferred increases, the number of shares underlying the Series A Preferred Stock will increase, materially diluting our stockholders. See Note 6 – Stockholders’ Equity - Series A Convertible Preferred Stock for further details.
We are not currently in compliance with Nasdaq’s continued listing requirements related to the bid price of our common stock and if we are unable to regain compliance with the listing requirements, our common stock will be delisted from Nasdaq which could have a material adverse effect on our financial condition and could make it more difficult for stockholders to sell their shares.
Our common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s equity, among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, we may be delisted from Nasdaq.
Since July 31, 2026, the closing price of our common stock has been below $1.00, and if our common stock remains below $1.00 for 30 consecutive business days we will not be in compliance with Nasdaq Listing Rule 5550(a)(2) (the “bid price rule”). In accordance with Nasdaq rules, we would normally be provided with a grace period of 180 calendar days to regain compliance with the bid price rule. However, since we completed a reverse stock split in March 2026, which is within the last one-year period, if we do not meet the bid price rule, we will not be eligible for any compliance period and the Nasdaq Staff will provide written notification to us that our common stock may be delisted. We would then be entitled to appeal the Staff’s determination to a Nasdaq Listing Qualifications Panel and request a hearing. There can be no assurance that, if we do appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications Panel, that such appeal would be successful.
Delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our common stock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in the number of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities. Further, we would likely become a “penny stock”, which would make trading of our common stock more difficult.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
There are no transactions that have not been previously reported in a Current Report on Form 8-K or in our prior filings.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On May 25, 2025, our Board approved the adoption of a stock repurchase program (the “2025 Repurchase Program”), which ended on May 28, 2026. Under the 2025 Repurchase Program, the Company could purchase up to $2 million worth of shares of its Common Stock, with no shares exceeding a price of $2.00 per share, from time to time in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or otherwise in accordance with applicable securities laws and other requirements. The 2025 Repurchase Program did not obligate the Company to repurchase any dollar amount or number of shares of Common Stock. We purchased a total of 439,208 shares of our Common Stock under the 2025 Repurchase Program for $346,503.
During the quarter ended March 31, 2026. We did not purchase any shares under the 2025 Repurchase Program during the quarter ended June 30, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During
the period covered by this Quarterly Report, none of the Company’s directors or executive officers has
ITEM 6. EXHIBITS
| ** | Filed herewith. |
| * | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRUGOLF HOLDINGS, INC.
| August 14, 2026 | /s/ Christopher Jones | |
| Date | Christopher (Chris) Jones | |
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| August 14, 2026 | /s/ Steven K. Passey | |
| Date | Steven K. Passey | |
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |
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