TruGolf Holdings's biggest risks in the FY2024 10-K
- TruGolf faces profitability challenges, significant going concern risks, and material weaknesses in financial reporting internal controls.
- The company depends heavily on Nasdaq listing compliance, brand strength, and technical support for its E6 Connect and E6 Apex software.
The risks most specific to TruGolf Holdings
- Risks Related to Our Business and Industry
We will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact our operations
As of December 31, 2024, our business was not profitable, and we must raise capital to execute our growth strategy involving cyber security service acquisitions.
- Risks Related to Our Business and Industry
We depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failure to retain them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully
Our CEO has extensive golf simulation software experience, and losing key management or technical personnel would harm our growth strategy.
- Risks Related to Our Business and Industry
we have a material weakness in our internal controls, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public
We have a material weakness in our internal controls over financial reporting, risking unreliable financial data and misinformation.
- Risks Related to Our Business and Industry
The cost of being a public company could result in us being unable to continue as a going concern
The significant costs of complying with public company requirements could preclude us from obtaining financing and threaten our ability to continue as a going concern.
- Risks Related to Our Business and Industry
Customer may experience difficulty in integrating E6 Connect or E6 Apex with third-party applications, which would inhibit sales
Customers may experience difficulty integrating E6 Connect or E6 Apex with constantly changing third-party hardware and software platforms, inhibiting sales.
- Risks Related to Ownership of Our Shares
Future sales of shares of our common stock by existing stockholders could depress the market price of our commons stock
We had 29,881,672 shares of Class A common stock issued and outstanding as of April 14, 2025, and future sales by existing stockholders could depress our stock price.
- Risks Related to Ownership of Our Shares
Certain of the Company’s large shareholders may be able to exert significant influence on the Company and their interest may conflict with the interest of its shareholders
Our officers, directors, and large shareholders held approximately 66.3% of our voting rights as of April 14, 2025, allowing them to exert significant influence over corporate matters.
- Risks Related to Ownership of Our Shares
We have received notices of delinquency from the Nasdaq for violations of listing rules and there is no assurance that we will regain compliance and maintain our listing on the Nasdaq
We received Nasdaq delinquency notices because our stockholders' equity was negative at ($10,508,104) as of August 19, 2024, putting our exchange listing at risk.
All 39 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We depend on the strength of our brands
- 02We will need to raise capital in order to realize our business plan and growth strategy, the failure of which could adversely impact our operations
- 03The cost of raw materials, labor and freight could lead to an increase in our cost of sales and cause our results of operations to suffer
- 04Our international operations involve inherent risks which could result in harm to our business
- 05We rely heavily on supply chain reliability and predictability and continued disruption in our supply chain could have a material adverse impact on operations
- 06We face risks associated with operating in international markets
- 07If we are unable to respond effectively to changes in market trends and consumer preferences, our market share, net sales and profitability could be adversely affected
- 08We may be unable to appeal to new consumers while maintaining the loyalty of our core consumers
- 09We depend on existing members of management and key employees to implement key elements in our strategy for growth, and the failure to retain them or to attract appropriately qualified new personnel could affect our ability to implement our growth strategy successfully
- 10We do not employ traditional advertising channels, and if we fail to adequately market our brand through product introductions and other means of promotion, our business could be adversely affected
- 11Global economic, political and industry conditions constantly change and unfavorable conditions may have a material adverse effect on our business and results of operations
- 12Our products face intense competition
- 13We rely on technical innovation and high-quality products to compete in the market for our products
- 14Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business
- 15Actions taken by athletes or other endorsers, associated with our products that harm the reputations of those athletes or endorsers, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition
- 16Our business may be affected by seasonality, which could result in fluctuations in our operating results
- 17Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business
- 18If the technology-based systems that give our consumers the ability to shop with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally, could be materially adversely affected
- 19Our financial results may be adversely affected if substantial investments in business and operations fail to produce expected returns
- 20Our business is sensitive to consumer spending and general economic conditions
- 21we have a material weakness in our internal controls, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public
- 22We currently have a material weakness in our internal controls, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision
- 23The cost of being a public company could result in us being unable to continue as a going concern
- 24Our ability to sell our products and services will be dependent on the quality of our technical support and our failure to deliver high-quality technical support services could have a material adverse effect on our sales and results of operations
- 25If we are not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed
- 26Customer may experience difficulty in integrating E6 Connect or E6 Apex with third-party applications, which would inhibit sales
Risk Related to the Company’s Legal and Regulatory Requirements
- 27Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our brand and negatively affect our sales
- 28We may become subject to product liability lawsuits or claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
- 29Fluctuations in our tax obligations and effective tax rate may have a negative effect on our operating results
- 30We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in our effective tax rate
- 31To the extent we may rely on endorsements or testimonials, we will review any relevant relationships for compliance with the Endorsement Guides and we will otherwise endeavor to follow the FTC Act and other legal standards applicable to our advertising
Risks Related to Ownership of Our Shares
- 32There is currently limited liquidity of shares of our common stock
- 33Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment as a result
- 34If any of the foregoing occurs, it could cause our stock price to fall and may expose us to securities class action litigation that, even if unsuccessful, could be costly to defend and a distraction to management
- 35Future sales of shares of our common stock by existing stockholders could depress the market price of our commons stock
- 36Certain of the Company’s large shareholders may be able to exert significant influence on the Company and their interest may conflict with the interest of its shareholders
- 37We have received notices of delinquency from the Nasdaq for violations of listing rules and there is no assurance that we will regain compliance and maintain our listing on the Nasdaq
- 38If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
- 39If our shares of common stock become subject to penny stock rules, it would become more difficult to trade our shares
Other TruGolf Holdings 10-Ks
- FY2025 10-K risk factors34 risks1 new6 dropped6 reworded
Voting control by officers and directors dropped from 66.3% to 49.5%.
Filed Apr 15, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.