[8-K] Ezcorp Inc Reports Material Event

Rhea-AI Filing Summary

TruGolf Holdings (TRUG) 8-K: Nasdaq had cited three deficiencies—bid price, market value of publicly held shares (MVPHS) and shareholders’ equity. After a 15 May 2025 hearing, the panel gave deadlines (8 Jul for bid price; 30 Jul for MVPHS & equity) and transferred the listing to Nasdaq Capital Market on 3 Jun.

On 17 Jul Nasdaq confirmed TRUG met the $1.00 bid-price requirement. To fix the other metrics the company: (1) converted $3.9 m insider notes into 165,663 Class B and 84,662 Class A shares at $15.602; (2) exchanged $3.94 m of convertible notes for 3,938 Series A preferred shares; and (3) received ~$5 m cash from warrant exercise for 5,555 Series A preferred shares. Management now believes stockholders’ equity is comfortably above the $2.5 m rule. As of 29 Jul the float includes 872,919 Class A shares.

The filing does not state whether Nasdaq has formally verified compliance with the MVPHS and equity standards.

Positive

• Nasdaq confirmed compliance with the $1.00 bid-price rule
• $5 million cash infusion from warrant exercise strengthens liquidity
• Debt-for-equity conversions eliminate ~$7.9 million of liabilities and raise shareholders’ equity above the $2.5 million threshold

Negative

• Formal Nasdaq confirmation of MVPHS and equity compliance is still pending
• Issuance of new common and preferred shares dilutes existing shareholders

Insights

Securities Analyst

TL;DR: Debt-for-equity swaps plus $5 m cash likely restore listing compliance, but dilution risk and pending Nasdaq sign-off remain.

Analysis: Converting $3.9 m of insider debt and $3.94 m of convertibles removes leverage and adds equity, addressing the $2.5 m shareholders’ equity threshold and improving the balance sheet. The $5 m cash infusion from warrant exercise bolsters liquidity ahead of seasonally weaker Q3 cash flow. Transfer to Nasdaq Capital Market lowers quantitative hurdles, increasing the probability of maintaining listing. However, roughly 256k new common and 9.5k new preferred shares dilute existing holders and could pressure EPS once the company becomes profitable. Nasdaq has only confirmed bid-price compliance; MVPHS and equity verification is still outstanding, so headline risk persists until a formal notice is received.

Corporate Governance Expert

TL;DR: Insider note conversions ease debt load and signal support, yet reliance on related-party deals may raise governance scrutiny.

The board accepted conversion of affiliate notes at the prior-day close, avoiding a discount that could trigger shareholder backlash and demonstrating alignment between insiders and public investors. Still, the use of related-party instruments for capital management could attract questions from proxy advisors about independence and valuation fairness. Moving to the Capital Market tier reduces corporate governance standards versus Global Select, which investors should monitor.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________ 

FORM 8-K

_______________________________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2025

_______________________________________________ 

EZCORP, Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________________________ 

Delaware

0-19424

74-2540145

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2500 Bee Cave Road, Bldg One, Suite 200, Rollingwood, Texas 78746

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (512) 314-3400

_______________________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Non-voting Common Stock, par value $.01 per share

EZPW

NASDAQ Stock Market

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Item 2.02 — Results of Operations and Financial Condition

On July 30, 2025, EZCORP, Inc. (“EZCORP”) issued a press release announcing its results of operations and financial condition for the quarter ended June 30, 2025. A copy of that press release is attached as Exhibit 99.1.

In addition to the financial information prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), we provide certain other non-GAAP financial information on a constant currency (“constant currency”) and adjusted basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We believe that presentation of constant currency and adjusted results is meaningful and useful in understanding the activities and business metrics of our operations and reflect an additional way of viewing aspects of our business that, when viewed with GAAP results, provide a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information primarily to evaluate and compare operating results across accounting periods.

Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing made by EZCORP under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 7.01 — Regulation FD Disclosure

A copy of the presentation materials that management will review during the Company’s earnings conference call (to be held on July 31, 2025) will be posted in the Investor Relations section of the company’s website at www.ezcorp.com.

The information set forth, or referred to, in this Item 7.01 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any registration statement or other filing made by EZCORP under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless such subsequent filing specifically references this Item 7.01 of this Report.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.

99.1			Press Release, dated July 30, 2025, announcing EZCORP, Inc.’s results of operations and financial condition for the period ended June 30, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

EZCORP, INC.

Date:

July 30, 2025

By:

/s/ Timothy K. Jugmans

Timothy K. Jugmans

Chief Financial Officer

FAQ

Why did TruGolf Holdings (TRUG) file this 8-K?

To update investors on actions taken to regain compliance with Nasdaq listing requirements for bid price, MVPHS and shareholders’ equity.

Has TRUG regained full Nasdaq compliance?

Bid-price compliance is confirmed; the company believes equity and MVPHS standards are met but awaits Nasdaq confirmation.

How did TruGolf increase shareholders’ equity?

By converting $3.9 m of affiliate notes and $3.94 m of convertible notes into equity and receiving $5 m cash from warrant exercise.

What is the current share count for TRUG?

As of 29 Jul 2025, the company has 872,919 Class A common shares outstanding.

Will these transactions dilute existing shareholders?

Yes. The issuance of new common and preferred shares increases the total share base, reducing each existing share’s ownership percentage.