TruGolf Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
TRUG$0.52-9.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001641172-25-024815
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023511
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 60 current paragraphs.
42 unchanged; 12 reworded; 6 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Revenues decreased by $1,315,921, or 9%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease is primarily attributable to the change in how the Company sold its content subscription licenses during the nine months ended September 30, 2025 as compared to prior years leading to an increase in deferred revenues.
Current report
Cost of revenues increased by $200,458, or 4%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase is primarily attributable to an increase in simulator costs of $338,627 and a decrease in other costs of $163,184.
Current report
Total operating expenses increased by $1,844,917, or 17%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This was primarily due to (i) an increase of professional fees of $1,011,516, or 55%, due to an increase in fees related to the PIPE Exchange Agreements and other SEC filing requirements, and (ii) an increase in other selling, general and administrative expenses of $1,932,682, or 105%, due primarily to an increase in amortization expense related to capitalized software of $472,965, which is offset by a decrease in salaries, wages and benefits of $1,136,910, due primarily to an increase in salaries being capitalized for time spent on developing new versions of the Company’s platform software.
Current report
Revenues decreased by $2,130,830, or 34%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease is primarily attributable to the change in how the Company sold its content subscription licenses during the three months ended September 30, 2025 as compared to prior years leading to an increase in deferred revenues.
Current report
Cost of revenues decreased by $665,465, or 35%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease is primarily attributable to the decrease in revenue. The gross profit margin remained consistent for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.
Current report
The increase in current assets is primarily due to an increase in cash on hand of $2,653,044, an increase of accounts receivable, net of $847,603, and an increase in prepaid expenses and other current assets of $584,504. The decrease in current liabilities is primarily due to a decrease in dividend notes payable of $3,905,561 which was offset primarily by an increase in deferred revenue of $3,073,610.
Removed paragraphs (5)
Previous report
Revenues increased by $814,909, or 9%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase is primarily attributable to the increase of our product acceptance and greater penetration in the industry market.
Previous report
Cost of revenues increased by $865,924, or 27%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase is primarily attributable to an increase in inventory adjustments of $170,982 and an increase in costs related to the Company’s TruTrack product of approximately $830,541.
Previous report
Revenues increased by $437,701, or 11%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase is primarily attributable to the increase of our product acceptance and greater penetration in the industry market.
Previous report
Cost of revenues increased by $1,098,747, or 85%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase is primarily attributable to an increase in inventory adjustments of $248,624 and an increase in costs related to the Company’s TruTrack product of approximately $739,425.
Previous report
The increase in current assets is primarily due to the recording of the $5,651,310 asset related to the fair value of Series A Preferred Stock and Series A Warrants as noted above. The increase in current liabilities is primarily due to the reclass of $3,734,900 in PIPE Convertible Notes from non-current liabilities to current liabilities as a result of the PIPE Convertible Notes being extinguished on July 21, 2025 as part of the April 22, 2025 PIPE Exchange Agreements.
Reworded paragraphs (12)
Previous wording
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Current wording
Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Previous wording
Our financial results for the six months ended June 30, 2025 are summarized as follows in comparison to the six months ended June 30, 2024.
Current wording
Our financial results for the nine months ended September 30, 2025 are summarized as follows in comparison to the nine months ended September 30, 2024.
Previous wording
Other income (expenses) increased by $1,745,076, or 153%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase is primarily attributable to interest expense, amortization expense of the PIPE Convertible Notes debt discount, the write-off of remaining debt discounts upon the conversion of related to the PIPE Convertible Notes, and the make-good interest expense upon the conversion of related PIPE Convertible Notes.
Current wording
Other income (expenses) increased by $6,977,370, or 336%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase is primarily attributable to a loss on extinguishment of debt of $6,135,160 that resulted from the PIPE Exchange Agreements and an increase in interest expense, amortization expense of the PIPE Convertible Notes debt discount, the write-off of remaining debt discounts upon the conversion of related to the PIPE Convertible Notes, and the make-good interest expense upon the conversion of related PIPE Convertible Notes.
Previous wording
Total operating expenses increased by $423,938, or 13%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. Selling, general and administrative expenses increased by $619,470, or 31%, due primarily to an increase in marketing of $113,970, an increase in professional fees of $377,379, and an increase in amortization expense related to capitalized software of $130,169. This was offset by a decrease in salaries, wages and benefits of $111,077, or 10%, due primarily to an increase in salaries being capitalized for time spent on developing new versions of the Company’s platform software.
Current wording
Total operating expenses increased by $520,410, or 15%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Selling, general and administrative expenses increased by $1,761,630, or 111%, due primarily to an increase in professional fees of $410,260, an increase in contract labor of $269,653, and an increase in amortization expense related to capitalized software of $153,960. This was offset by a decrease in salaries, wages and benefits of $1,131,054, or 67%, due primarily to an increase in salaries being capitalized for time spent on developing new versions of the Company’s platform software.
Previous wording
Other income (expenses) increased by $667,157, or 85%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The increase is primarily attributable to interest expense, amortization expense of the PIPE Convertible Notes debt discount, the write-off of remaining debt discounts upon the conversion of related to the PIPE Convertible Notes, and the make-good interest expense upon the conversion of related PIPE Convertible Notes.
Current wording
Other income (expenses) increased by $5,232,069, or 561%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase is primarily attributable to a loss on extinguishment of debt of $6,135,160 that resulted from the PIPE Exchange Agreements and is offset by a decrease in interest expense, amortization expense of the PIPE Convertible Notes debt discount, the write-off of remaining debt discounts upon the conversion of related to the PIPE Convertible Notes, and the make-good interest expense upon the conversion of related PIPE Convertible Notes due to the PIPE Convertible Notes being exchanged for Series A Preferred Convertible Stock and Series A Preferred Warrants as part of the PIPE Exchange Agreements.
Previous wording
As of June 30, 2025, we had cash on hand of $10,159,359 and a working capital surplus of $6,554,656, as compared to cash on hand of $10,882,077 and a working capital deficiency of $982,237 as of December 31, 2024. The increase in working capital surplus is primarily attributable to the recognition of the $5,651,310 current asset related to the fair value of Series A Preferred Stock and related Series A warrants issued in connection with the bundled PIPE Exchange Agreement transaction. These instruments are classified as current assets because they are expected to be used in the settlement of outstanding obligations within the next twelve months. The fair value was determined at the time of issuance based on the observable market price of the Company’s common stock and the contractual conversion provisions of the Series A Preferred Stock.
Current wording
As of September 30, 2025, we had cash on hand of $13,535,121 and a working capital surplus of $4,159,517, as compared to cash on hand of $10,882,077 and a working capital deficiency of $982,237 as of December 31, 2024. The increase in working capital surplus is primarily attributable to an increase in cash on hand of $2,653,044, an increase of accounts receivable, net of $847,603, an increase in prepaid expenses and other current assets of $584,504 and a decrease in dividend notes payable of $3,905,561 which was offset primarily by an increase in deferred revenue of $3,073,610.
Previous wording
Net cash used in operating activities was $1,354,546 for the six months ended June 30, 2025, which was primarily due to the net loss of $5,991,792 and an increase in accounts receivable, net of $861,552, which was partially offset by non-cash expenses of $3,201,997, an increase in deferred revenue of $1,896,218, and an increase in accrued and other current liabilities of $773,570.
Current wording
Net cash used in operating activities was $1,978,411 for the nine months ended September 30, 2025, which was primarily due to the net loss of $13,270,036 and an increase in accounts receivable, net of $922,416, which was partially offset by non-cash expenses of $9,766,236, an increase in deferred revenue of $3,073,610, and an increase in accrued and other current liabilities of $595,020.
Previous wording
Net cash provided by operating activities was $2,615,975 for the six months ended June 30, 2024, which was primarily due to the net loss of $2,871,192 which was offset by the liquidation of the marketable securities account of $2,478,953 and an increase in accounts payable of $1,149,909, an increase in deferred revenue of $1,274,900, and an increase in accrued interest payable of $785,306. The change in the remaining operating assets and liabilities was $567,271 and non-cash expenses of $365,370.
Current wording
Net cash provided by operating activities was $3,071,781 for the nine months ended September 30, 2024, which was primarily due to the net loss of $2,931,370 and an increase in accounts receivable, net of $2,143,225, which was partially offset by non-cash expenses of $974,145 and the liquidation of the marketable securities account of $2,478,953.
Previous wording
Net cash used in investing activities was $1,614,778 for the six months ended June 30, 2025, which was the result of an increase in capitalized software of $1,568,778 and the purchase of equipment of $45,966.
Current wording
Net cash used in investing activities was $2,493,600 for the nine months ended September 30, 2025, which was due to the increase in capitalized software of $2,395,596 and the purchase of equipment of $98,004.
Previous wording
Net cash used in investing activities was $1,433,513 for the six months ended June 30, 2024, which was the result of an increase in capitalized software of $1,433,438.
Current wording
Net cash used in investing activities was $1,967,533 for the nine months ended September 30, 2024, which was the result of an increase in capitalized software of $1,967,418.
Previous wording
Net cash provided by financing activities was $2,246,572 for the six months ended June 30, 2025, which was primarily due to $2,520,000 of net proceeds from PIPE Convertible Notes.
Current wording
Net cash provided by financing activities was $7,125,055 for the nine months ended September 30, 2025, which was primarily due to $2,520,000 of net proceeds from PIPE Convertible Notes and $4,999,500 of proceeds from the exercise of Series A Preferred Warrants.
Previous wording
Net cash provided by financing activities was $71,246 for the six months ended June 30, 2024, the Company received net proceeds from the Merger of $2,325,315, received net proceeds from PIPE Convertible Notes of $4,185,000, paid off the variable rate line of credit of $1,980,937 and made debt payments of $268,500.
Current wording
Net cash provided by financing activities was $950,373 for the nine months ended September 30, 2024, the Company received net proceeds from the Merger of $2,325,315, made debt payments of $294,005, paid $15,716 of assumed liabilities, paid $100,000 on a loan assumed in the Merger, and paid off the line of credit of $1,980,937. The Company received proceeds of $1,000,000 from the Company’s chief executive officer.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Total operating expenses increased by $1,324,509, or 18%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. Selling, general and administrative expenses increased by $1,519,387, or 40%, due primarily to an increase in amortization expense related to capitalized software of $296,138, an increase in marketing expense of $336,859, and an increase in professional fees of $601,256.