MGLD 10-K & 10-Q changes, risk factors and insider trading
Marygold Companies, Inc. · NYSE · Finance Services · CIK 1005101 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Errors or failures in the execution, processing or oversight of investment transactions in our ETP business could adversely affect our overall business, financial condition and results of operations on a consolidated basis.”
New heading “Our UK financial advisory business is dependent on a key employee, and the loss of this employee could disrupt our ability to provide regulated investment advisory services in the United Kingdom.”
Removed heading “We may decide to promote our Fintech app to third party financial institutions or other payment providers as a license, fee-based service, or otherwise, in the event, in addition to the net proceeds we received from our recent equity financing, financing is not available on terms acceptable to us or at all, and in sufficient amounts to continue to fund our Fintech app development.”
Largest changes
“We may decide to promote our Fintech app to third party financial institutions or other payment providers as a license, fee-based service, or otherwise, in the event, in addition to the net proceeds we received from our recent equity financing, financing is not available on terms acceptable to us or at all, and in sufficient amounts to continue to fund our Fintech app development.”see in full comparison
“Errors or failures in the execution, processing or oversight of investment transactions in our ETP business could adversely affect our overall business, financial condition and results of operations on a consolidated basis.”see in full comparison
see in full comparisonAsDuringof June 30, 2025, the total recorded value of our goodwill and intangible assets was $3.5 million. Duringfiscal year2024,2026, we recorded an impairment loss of$1.4$2.7 million related to goodwill and other intangible assets in ourbeautyfinancialproductsservices businesssegmentin the U.K. which had been suffering from increased losses resulting frompandemic-relatedthechangesdepartureinofitsadistributionformerchannelsexecutive and increased costscosts.of running the business. The impairment loss of$1.4$2.7 million included goodwill of$0.4$2.0 million and indefinite and finite lived intangible assets totaling$1.0$0.7 million relating to brandname, formulasname and customer relations. We determined the fair value of the reporting unit using multiple methods including discounted cash flows and pricing of comparable companies. As of June 30, 2026, the total recorded value of our goodwill and intangible assets was zero excluding amounts classified as held for sale.
“Our UK financial advisory business is dependent on a key employee, and the loss of this employee could disrupt our ability to provide regulated investment advisory services in the United Kingdom.”see in full comparison
“We, through our ETP business, may be required to reimburse a fund, client or other party for losses resulting from a trading or operational error, and the amount of any such loss may be affected by market movements occurring before an error is identified and corrected. Such errors also could adversely affect investment performance or tracking results, cause us to incur additional operational or remediation costs, result in inaccurate books, records or reports, or give rise to disputes, regulatory inquiries or examinations, enforcement actions, litigation or other liabilities.”see in full comparison
“Trading and other operational errors may result from human error, inadequate or ineffective processes or controls, failures in supervision or communication, technology or systems failures, inaccurate or incomplete information, or failures by third-party service providers. In certain circumstances, an error may not be identified promptly or may initially be characterized as ordinary trading or market activity, such as execution slippage, which could delay escalation, investigation or remediation.”see in full comparison
Full comparison: every changed paragraph (28)
USCF
LLC, an indirect wholly owned subsidiary, is currently the subject of class action litigation. See “Note 14.15. Commitments and Contingencies
- Legal Proceedings” to our consolidated financial statements included in this Form 10-K.
Estimating
an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree
of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of proceedings,
and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are
subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and
substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against
us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses
or a range of possible losses resulting from, the matters described in “Item 3. Legal Proceedings” of this Form 10-K and
“Note 14.15. Commitments and Contingencies – Legal Proceedings” to our consolidated financial statements included in this
Form 10-K. In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely
affect our financial condition, results of operations or cash flows in any particular reporting period.
Risks
Related to our BusinessBusiness, Operations and Structure
We
have incurred net losses during fiscal 20252026 and 2024.2025. We have paused further development of our Fintech app for the U.S. market.and U.K. markets.
We
have incurred a net loss of $4.4 million and $5.8 million in fiscal 20252026 and a2025, net loss of $4.1 million in fiscal 2024.respectively. We have working capital of approximately
$12.4$12.3 million as of June 30, 2026, compared to working capital of $11.6 million as of June 30, 2025, comparedan to working capitalincrease of $19.0 million as of June 30, 2024, a decrease of 35%.6%. Since 2019 and
through June 30, 2025,2026, we have invested $19.1$19.5 million in the development of our Fintech app for the U.S. market.and U.K. markets. Due to its
limited acceptance in the U.S., effective March 31, 2025,acceptance, we paused further development of the Fintech app, although we are offering
a scaled version of the app in the U.S. effective March 31, 2025 and in the U.K. effective June
30, 2026. In the event we are able to raise additional financing or to license the app to a third party,
we may continue the development
of the Fintech app for the U.S. market,app, although there can be no assurance we will be able to do so.
The
principal sources of our cash flow consist of distributions, loans or other
payments from our subsidiaries. Thus, our ability to
finance future acquisitions or develop
new projects is dependent on the ability of our subsidiaries to generate sufficient net
income and cash flows to make upstream cash distributions
to us. Our subsidiaries are separate legal entities, and although they may
be wholly owned or controlled by us, they have no obligation
to make any funds available to us, whether in the form of loans,
dividends, distributions or otherwise. The ability of our subsidiaries
to distribute cash to us areis and will remain subject to, among
other things, restrictions that are contained in each subsidiaries’
subsidiary’s financing agreements, the availability of sufficient funds and
applicable laws and regulatory restrictions.
Claims
of creditors of our subsidiaries generally will have priority aswith respect to the assets of suchthose subsidiaries over our claims and
the claims of our
creditors and stockholders. To the extent our cash flow is dependent on our subsidiariessubsidiaries’ ability to make
distributions to usus, this dependence could materially
limit our ability to grow, pursue business opportunities or make acquisitions
that could be beneficial tobenefit our businesses, including in
connection with the development of our Fintech app.businesses.
Errors or failures in the execution, processing or oversight of investment transactions in our ETP business could adversely affect our overall business, financial condition and results of operations on a consolidated basis.
Our ETP business depends on our personnel, systems, processes and controls to execute, process, monitor and report investment transactions accurately and on a timely basis. From time to time, errors may occur, and have occurred, in connection with these activities. Such errors may include failures to execute transactions, delays in executing transactions, transactions executed on incorrect terms or in incorrect amounts or securities, allocation or settlement errors, and failures to timely identify, classify, escalate or remediate trading errors.
Trading and other operational errors may result from human error, inadequate or ineffective processes or controls, failures in supervision or communication, technology or systems failures, inaccurate or incomplete information, or failures by third-party service providers. In certain circumstances, an error may not be identified promptly or may initially be characterized as ordinary trading or market activity, such as execution slippage, which could delay escalation, investigation or remediation.
We, through our ETP business, may be required to reimburse a fund, client or other party for losses resulting from a trading or operational error, and the amount of any such loss may be affected by market movements occurring before an error is identified and corrected. Such errors also could adversely affect investment performance or tracking results, cause us to incur additional operational or remediation costs, result in inaccurate books, records or reports, or give rise to disputes, regulatory inquiries or examinations, enforcement actions, litigation or other liabilities.
We maintain, and continue to develop and enhance, policies, procedures and controls designed to prevent, identify, escalate and remediate trading and operational errors; however, these measures may not prevent or timely detect all errors. Any significant error, a series of errors, or a material failure in our related controls or supervisory processes could harm our clients or funds, damage our reputation and adversely affect our business, financial condition and results of operations.
Gourmet
Foods obtains most food related products and services from third party suppliers. Gourmet Foods typically does not have long-term
contracts contracts
with suppliers. Although Gourmet Foods’ purchasing volume can provide leverage when dealing with suppliers,
suppliers may not provide
the foodservice products and supplies Gourmet Foods needs in the quantities and at the time and prices
requested. Gourmet Foods does
not control the actual production of most of the products it sells. This means Gourmet Foods is also
subject to delays caused by interruption
in production and increases in product costs based on conditions outside its control. These
conditions include work slowdowns, work interruptions,
strikes or other job actions by employees of suppliers; severe weather; crop
conditions; product recalls; transportation interruptions;
unavailability of fuel or increases in fuel costs; competitive demands;
and natural disasters, terrorist attacks or other catastrophic
events (including, but not limited to, the outbreak of food-borne
illnesses in the United States). Gourmet Foods’ inability to
obtain adequate supplies of foodservicefood service and related products
because of any of these or other factors could mean that Gourmet Foods could
not fulfill its obligations to its customers and, as a
result, customers may turn to other distributors.
AsDuring
of June 30, 2025, the total recorded value of our goodwill and intangible assets was $3.5 million. During fiscal year 2024,2026, we recorded
an impairment loss of $1.4$2.7 million related to goodwill and other intangible assets in our beautyfinancial products services
business segmentin the U.K. which had
been suffering from increased losses resulting from pandemic-relatedthe changesdeparture inof itsa distributionformer channelsexecutive and increased
costs costs.of running the business. The impairment
loss of $1.4$2.7 million included goodwill of $0.4$2.0 million and indefinite and finite lived
intangible assets totaling $1.0$0.7 million relating
to brand name, formulasname and customer relations. We determined the fair value of the reporting
unit using multiple methods including discounted
cash flows and pricing of comparable companies. As of June 30, 2026, the total recorded
value of our goodwill and intangible assets was zero excluding amounts classified as held for sale.
Our UK financial advisory business is dependent on a key employee, and the loss of this employee could disrupt our ability to provide regulated investment advisory services in the United Kingdom.
Our UK subsidiary is authorized and regulated by the Financial Conduct Authority (the “FCA”) to provide certain investment advisory services. We currently depend on a single employee who is qualified and certified to provide investment advice to clients on behalf of our UK subsidiary. Under applicable FCA requirements, individuals performing certain investment advisory functions must satisfy applicable qualification, competency and fitness and propriety requirements and, where applicable, be certified by the authorized firm to perform such functions.
If this employee were to become unavailable for any reason or otherwise become unable or ineligible to perform these functions, we may be unable to continue providing some or all of our regulated investment advisory services in the United Kingdom until we identify, hire and appropriately qualify and certify a replacement. We cannot assure you that we would be able to identify or retain a suitably qualified replacement on a timely basis or at all. Any resulting interruption in our UK investment advisory services could adversely affect our relationships with clients, result in the loss of business, increase our regulatory, compliance and personnel costs, subject us to regulatory scrutiny or action, or harm our reputation. Although our UK investment advisory business currently represents an immaterial portion of our consolidated revenues and results of operations, any prolonged disruption or related regulatory consequences could adversely affect our business and reputation.
We
are a holding company with a business focus on the investment management and financial technology industries.management. Our entry into
financial technology through our Marygold U.S. subsidiary which launched its Fintech app in June 2023 and subsequently
paused its
operations and offering of its app to the public as of March 31, 2025. Likewise,Similarly, our Marygold UK subsidiary is in the early stages
of introducinglaunched a narrower version of our
Fintech app in the U.K. whichin isMarch not a mature business2025 and haspaused noits trackoperations record.and offering to the public as of June 30, 2026. The Fintech industry
industry is heavily occupiedpopulated withby wellwell-financed financed competitioncompetitors with extensive capital resources to fund extensive marketing campaigns
of or competing Fintech
apps. Our resources to fund our business objectives and ongoing operations are dependent on those of our
subsidiaries. If awe decision is made decide
to finance and continue to makeresume capital investments in our Fintech subsidiarysubsidiaries, there iscan be no
guarantee assurance of success andor revenue generation. Our ability
to predict revenue generation from our subsidiaries may not be accurate
from time to time. OurAny effortseffort to continue to make capital investments inrestart our Fintech subsidiary
subsidiaries could have a detrimental effect on
our operations and negatively impactaffect our financial condition or results of
operations ofif our businessesprojections whereare our ability to
accurately predict future revenue generation occursinaccurate, and this could hinder the ability of our businessbusinesses and our other subsidiaries to
effectively compete effectively
in the various industries in which wethey operate.
Future
sales, or the potential for future sales, of our shares, including pursuant to our Equity Distribution Agreement with Maxim,shares could adversely
affect the market price of our common stock.
On
March 7, 2025, we entered into an Equity Distribution Agreement with Maxim pursuant to which we may offer and sell shares of our common
stock to or through Maxim, as sales agent or principal, and will be sold in “at the market offerings.” Although we have not
sold any shares pursuant to such agreement as of the date of the filing of this Form 10-K, we may do so in the future subject to certain
limitations in the Equity Distribution Agreement and compliance with applicable law. We may sell up to 4.6 million shares from time to
time pursuant to the Equity Distribution Agreement. The issuance from time to time of shares pursuant to this agreement could have the
effect of depressing the market price, increasing the volatility of our shares, and result in dilution to existing stockholders.
Risks
Related to our RecentEquity Noteand Debt Financing
In
addition to the net proceeds we received
from our recent equity and debt financings,financings in the past two years, we may need to raise additional equity
or debt financing to continue the development and marketing
of our Fintech app, to fund ongoing operations, invest in acquisitions, and for working capital purposes. Our inability to raise such
additional financing may limit our ability to continue the development of our Fintech app.
As of June 30, 2026, we have invested $19.5 million in the development of our Fintech app. However, as of June 30, 2026, we paused Fintech app operations in the US and UK indefinitely. Although expenses have been curtailed significantly by the closure of the US and UK Fintech apps, there may be a need to fund ongoing operations for continuing expenses in the US and UK beyond our ability to fund from consolidated operating income. Further, negative economic events could hinder the ability of our businesses to effectively compete in the various industries in which we operate which may create a need to raise additional financing in the future. There can be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us. Any failure to raise additional financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current and future business plans and strategies.
In 2019, through our wholly owned
subsidiary, Marygold & Co., we began development of our peer-to-peer Fintech digital money app. As of June 30, 2025, we have
invested $19.1 million in the development of our Fintech app. However, our Fintech app is not a mature business and has
generated minimal revenue to date. Because of a slower than forecasted adoption rate, and the limited funds we could apply towards
marketing efforts, we were unable to achieve the projected revenues or number of subscribers we deemed necessary to continue
offering the Fintech app service in the U.S. Accordingly, effective March 31, 2025, we paused further development of the U.S.
Fintech app, and as of June 30, 2025, all employees had been terminated and all client accounts on the U.S. Fintech app had been closed. Our Marygold
UK subsidiary introduced a slimmed-down version of the app tailored specifically for the U.K. market during April 2025. It is uncertain
at this time if the U.K. Fintech app will be more widely adopted by users in the U.K., or if significant revenues will be realized as
a result. We continue to invest in Marygold UK, and those funds are used to provide technical support and marketing efforts in the UK
for the UK Fintech app. Although expenses have been curtailed significantly by the closure of the U.S. Fintech app, there may be a need
for continuing expenses in the U.K. beyond our ability to fund from consolidated operating income.
The financial technology industry is
occupied by certain well-financed competitors with capital resources to fund marketing campaigns and the continued development and enhancement
of such services. We received $1.8 million in net proceeds from our recent equity financing which closed on January 28, 2025,
and intended to use such net proceeds to retire or repay outstanding indebtedness, make further capital contributions to our Marygold
& Co. subsidiaries in the U.K., and for general working capital and corporate purposes. In addition to the net proceeds we received
from our recent equity financing, and in view of our commitment to pay down indebtedness, we may need to raise additional equity or debt
financing to continue supporting the continued development and marketing of our financial technology business in the U.K., our ongoing
operations, and in order to make any future acquisitions. If a decision is made to continue to make capital investments in our financial
technology division there can be no assurance our Fintech business will be successful or generate sufficient or any significant revenues,
and our ability to predict revenue generation from our other contributing subsidiaries may not be accurate from time to time. Continued
investment in our Fintech app could have a material adverse effect on our operations, our financial condition, and results of operations,
and the market for our shares, including if our revenues from operations, financial condition, and market for our shares are negatively
impacted by events outside of our control. Further, negative economic events could hinder the ability of our businesses to effectively
compete in the various industries in which we operate which may create a need to raise additional financing in the future. There can
be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us. Any failure to raise additional
financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current
and future business plans and strategies and on our ability to continue further development of our Fintech app and may require us to
suspend, temporarily or otherwise, its future development.
Also, if we issue additional shares in a financing,
any such issuance could be dilutive to our existing shareholders. See “Liquidity and Capital Resources – Recent Note Financing”
and “- Recent Equity Financing.”
We may decide to promote our Fintech app to
third party financial institutions or other payment providers as a license, fee-based service, or otherwise, in the event, in addition
to the net proceeds we received from our recent equity financing, financing is not available on terms acceptable to us or at all, and
in sufficient amounts to continue to fund our Fintech app development.
In the event we are unable to raise additional financing
to further develop our Fintech app business discussed above, management may, as an alternative, seek to enter arrangements to license
or otherwise offer our Fintech app to third parties, including financial institutions and other payment providers in the U.S. and abroad.
Although management believes there are several financial institutions and other payment providers in the U.S. and abroad who may be interested
in a consumer faced mobile app such as ours, there can be no assurance we will be successful in monetizing our app in its current state
of development to these third parties through license, fee-based user, or other arrangement.
Management's Discussion & Analysis (MD&A)
New heading “Equity Distribution Agreement”
Removed heading “Certain Recent Developments”
Removed heading “Food Products - Gourmet Foods”
Removed heading “Recent Equity Financing”
Removed heading “At-the-Market Securities Offering”
Removed heading “Recent Note Financing”
Largest changes
“The Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental transaction” occurs without Holder’s prior written consent: (h) we, USCF Investments or any of the USCF Investments subsidiaries, fail to observe covenants in our agreements with the Holder; …”see in full comparison
“Operating expenses decreased by $1.8 million or 6% as a result of the following. During fiscal 2024, we recorded a $1.4 million impairment charge relating to the goodwill and other intangible assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines. Our marketing expenses decreased by $0.7 million during fiscal 2025 by putting our US fintech app on pause and reducing the marketing costs at our beauty products segment. …”see in full comparison
“Operating loss decreased by $1.7 million or 82% driven by a $1.4 million impairment charge taken in fiscal 2024 relating to the goodwill and other intangible assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines. After the impairment charge taken in fiscal 2024, Original Sprout no longer has any amortization charges from the intangible assets that were written down. …”see in full comparison
“The loss from continuing operations decreased by $0.8 million, or 12%, from fiscal 2025 to fiscal 2026. The $1.5 million improvement in the financial services segment reflected a $4.6 million reduction in losses following the pause of the U.S. Fintech app, partially offset by a $3.2 million increase in losses in the U.K. financial services business, including the $2.7 million impairment charge related to goodwill and other intangible assets. Other favorable changes included a $0.7 million increase in profit from the beauty products segment. …”see in full comparison
“Our total Financial Services revenue, derived entirely from Marygold UK, was $0.8 million in both fiscal 2026 and fiscal 2025. Marygold UK had developed a fintech app designed specifically for use by Marygold UK clients. The app was launched in the U.K. in March 2025, earned only de minimis revenue, was removed from the market in April 2026, its offering, development and marketing were paused effective June 30, 2026. …”see in full comparison
“Operating expenses increased by $2.4 million, or 9%, primarily as a result of the following: During fiscal 2026, we recorded total impairment charges of $3.6 million, of which $2.7 million related to goodwill and other intangible assets in our U.K. financial services unit due to increased losses from the wealth management business, and $0.9 million related to an investment in a private bank that had been reporting losses. Higher average AUM in our fund management business also increased fund operations expense through higher third-party fees. …”see in full comparison
Full comparison: every changed paragraph (59)
Certain Recent Developments
See “Item 1. Business – Certain Recent Developments”
above.
Revenue increased by $1.9 million or 8% for fiscal 2026 driven by increased revenue of $4.0 million at our fund management segment resulting from higher average Assets Under Management (“AUM”). This increase was partially offset by a $2.5 million reduction in revenue from our security systems segment following the sale of Brigadier to a related party on July 1, 2025. During fiscal 2026, a trading error occurred in the execution of oil futures trades on behalf of the United States Oil Fund, LP (“USO”), one of the funds managed by our subsidiary USCF LLC, resulting in a $2.5 million loss to the fund. The error was identified on the day of execution. USCF reimbursed USO in full for the $2.5 million loss, and as a result, there was no impact to USO’s Net Asset Value. The reimbursement is reflected as a reduction in revenue. Following the event, USCF reviewed and enhanced its trade execution oversight procedures to reduce the risk of similar errors in the future. Average AUM in our U.S. fund management business was $4.1 billion in fiscal 2026, compared with $2.9 billion in fiscal 2025, and increase of $1.2 billion. The increase in average AUM in fiscal 2026 was due to higher oil and other commodity prices associated with geopolitical conflicts in the Middle East and Eastern Europe, as well as other geopolitical and economic factors.
Gross profit increased by $3.2 million or 16% as a result of an increase from our fund management segment due to the increased average AUM described above and an increase of $0.5 million from our beauty products segment; offset by a reduction of $1.3 million due to the sale of our security systems segment to a related party on July 1, 2025 and a $0.1 million decrease from our food products segment.
Operating expenses increased by $2.4 million, or 9%, primarily as a result of the following: During fiscal 2026, we recorded total impairment charges of $3.6 million, of which $2.7 million related to goodwill and other intangible assets in our U.K. financial services unit due to increased losses from the wealth management business, and $0.9 million related to an investment in a private bank that had been reporting losses. Higher average AUM in our fund management business also increased fund operations expense through higher third-party fees. Partially offsetting these increases were decreases in operating expenses of $4.6 million associated with the pause of further development of the U.S. Fintech app in April 2025 and $1.2 million associated with the sale of Brigadier on July 1, 2025.
The loss from continuing operations decreased by $0.8 million, or 12%, from fiscal 2025 to fiscal 2026. The $1.5 million improvement in the financial services segment reflected a $4.6 million reduction in losses following the pause of the U.S. Fintech app, partially offset by a $3.2 million increase in losses in the U.K. financial services business, including the $2.7 million impairment charge related to goodwill and other intangible assets. Other favorable changes included a $0.7 million increase in profit from the beauty products segment. These changes were partially offset by a $0.2 million decrease in profit from the fund management segment, primarily due to the USO trading-error reimbursement described below, a $0.3 million decrease in profit from the security systems segment following the sale of Brigadier, and a $0.8 million increase in the corporate headquarters loss, driven in part by the $0.9 million impairment charge relating to the investment in a private bank.
Revenue
decreased by $2.7 million or 8% for fiscal 2025 driven by reduced revenue of $1.8 million at our fund management segment, $0.6
million at our food products segment and $0.3 million at our beauty products segment. Average Assets Under Management
(“AUM”) in our fund management business for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024. The
reduction in AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and economic
uncertainty. The decreased revenue in food products was driven by changing our product mix and refocusing production capacity to
higher profit margin customers. The decreased revenue in beauty products was driven by the efforts to control the discounted price
of products sold online by unauthorized resellers.
Gross
profit decreased by $2.2 million or 9% for the reasons described above for the reduced revenue as the gross profit margin remained consistent from fiscal 2024 to fiscal 2025.
Operating expenses decreased by $1.8 million or 6% as a result of the following. During fiscal 2024, we recorded
a $1.4 million impairment charge relating to the goodwill and other intangible assets in our beauty products unit as a result of increased
losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines.
Our marketing expenses decreased by $0.7 million during fiscal 2025 by putting our US fintech app on pause and reducing the marketing
costs at our beauty products segment. Partially offsetting the decreased operating expenses were an increase in stock-based compensation
expenses of $0.4 million.
Other
income (expense) income,, net wentchanged from a $0.8$0.7 million of net other expense in fiscal 2025 to $1.2 million net other income in fiscal year 2024 to2026, a $0.7 million other expense in fiscal year 2025.
The $1.5 million or 186%favorable change wasof driven$1.9 bymillion. The change primarily reflected the $1.2 million of interest expense incurred in fiscal 2025 on the $4.4 million loannote payable
which thatwas wepaid tookin outfull in September 2024.2025, and the $0.6 million gain on sale of Brigadier in July 2025.
Benefit
from income taxes increaseddecreased by $0.2$1.3 million or 13%82% from fiscal 20242025 to fiscal 20252026 as a result of the increaseddecreased loss from continuing
operations before income taxes
as described above.
Net income from discontinued operations was flat at $0.2 million for both fiscal 2026 and 2025.
Net loss of $4.4 million in fiscal 2026 decreased by $1.4 million or 25% compared to $5.8 million in fiscal 2025 as a net result of the explanations described above.
Net
loss of $5.8 million in fiscal 2025 increased by $1.8 million or 43% compared to $4.1 million in fiscal 2024. The increase in net
loss was driven by the decreased profits from our fund management business due to lower average AUM, decreased other income as
described above and offset by improved net overall profits from our other operating segments.
Revenue increased by $4.0 million or 23% driven by higher average Assets Under Management (“AUM”) in our fund management business. Average AUM for fiscal 2026 was $4.1 billion, compared with $2.9 billion for fiscal 2025, an increase of $1.2 billion, or 41%. The increase in average AUM in fiscal 2026 was due to commodity price fluctuations, including energy price volatility associated with geopolitical events in the Middle East and Eastern Europe, as well as other geopolitical and economic uncertainty affecting inventory and demand. During the quarter ended June 30, 2026, a trading error occurred in the execution of oil futures contracts on behalf of USO, resulting in adverse execution of $2.5 million relative to the expected benchmark execution price. The error was identified on the day of execution and USCF reimbursed USO in full for the $2.5 million loss, resulting in no impact to USO’s Net Asset Value. The Company recognized the $2.5 million reimbursement as a reduction to revenue in the Fund Management segment. Management has reviewed the circumstances of the error, determined it was an isolated event, and has implemented enhanced controls over its trade execution processes.
Revenue
decreased by $1.8 million or 10% driven by reduced average Assets Under Management (“AUM”) in our fund management
business. Average AUM for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024, a decrease of $0.4 billion or
12%. The decrease in average AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and
economic uncertainty.
Operating
income decreased by $1.5$0.4 million or 31% driven by the decrease in average AUM as described above and partially offset by decreased
operating expenses of $0.3 million or 2% as a result of lowerthe license$2.5 fees,million reimbursement which reduced revenue as
described above and increased variable operating expenses due to the increase in average AUM including marketing and distribution
costs, fund accounting and administration and sub-adviser fees. New fund costs due
also contributed to loweran AUMincrease forin fundsoperating overall.expenses.
Food
Products - Gourmet Foods
Revenue
decreased from $7.3 million in fiscal 2024 to $6.7 million in fiscal 2025 which was a decrease of $0.6 million or 8%. The decrease
in revenue was in our bakery business and was due to a temporary cancellation of certain product categories sold to national
grocery chains during fiscal 2025.
Operating
income decreased by $0.2 million or 55% which was driven by a non-recurring cost of goods sold adjustment coupled with a depreciation charge taken for its
solar electricity system and partially offset by increased profits from the sale of higher margin products at our bakery business.
Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue for fiscal 2026 was $3.4 million as compared to $3.0 million for the comparable prior year period, an increase of $0.4 million or 13% driven by (1) continued success in controlling its brand and pricing on e-commerce platforms and (2) an increase in international distribution channels to include more countries in Asia.
Operating income increased to $0.3 million for fiscal 2026, as compared to an operating loss of $0.4 million for the prior year, or an improvement of 174%, as a result of increased revenue, the reduction of certain expenses including the elimination of third-party marketing consultants, and a reduction of unused warehouse space.
Beauty
products revenue decreased by $0.3 million or 10% driven by the efforts to control the discounted price of products sold online by unauthorized
resellers. For the past year Original Sprout has been reducing the number of unauthorized Internet sales channels, recovering control over
its price points, and repositioning its products for a larger presence on store shelves.
Operating loss decreased
by $1.7 million or 82% driven by a $1.4 million impairment charge taken in fiscal 2024 relating to the goodwill and other intangible
assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels
and increased costs from the introduction of new product lines. After the impairment charge taken in fiscal 2024, Original Sprout no
longer has any amortization charges from the intangible assets that were written down. Original Sprout also reduced its marketing expense
by $0.3 million from fiscal 2024 to fiscal 2025.
Brigadier was sold to a related party on July 1, 2025 (see Note 7. Sale of Brigadier in the audited consolidated financial statements).
Revenue
decreased by $0.2 million or 7% and operating income decreased by $0.1 million or 23% driven by market timing and weather patterns. Revenues
from monitoring residual fees remained relatively static while sales and installations of larger commercial installations decreased for
fiscal 2025 as compared to 2024. The larger commercial accounts generate more revenue and profit but take longer to complete, thus may
produce spikes or declines in revenue and profits for specific reporting periods. Brigadier was sold to a related party on July
1, 2025 (see “Certain Recent Developments – Sale of Brigadier” and Note 16, Subsequent Events to the audited consolidated
financial statements included in this Form 10-K).
Our U.S. and U.K. Financial Services segment is comprised of Marygold US and Marygold UK, which are distinct operating entities with differing revenue streams.
Marygold US
Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective March 31, 2025. For fiscal 2026, Marygold US had no revenue and minimal expenses as compared with an operating loss of $4.7 million for the prior year.
Marygold UK
Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step-By-Step Financial Planners, both of which are registered investment advisors which earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.
Our total Financial Services revenue, derived entirely from Marygold UK, was $0.8 million in both fiscal 2026 and fiscal 2025. Marygold UK had developed a fintech app designed specifically for use by Marygold UK clients. The app was launched in the U.K. in March 2025, earned only de minimis revenue, was removed from the market in April 2026, its offering, development and marketing were paused effective June 30, 2026. As Marygold UK generated increasing losses due to the development and marketing of the app and further impacted by the departure of the former head of one of its operating subsidiaries, the Company recorded a $2.7 million impairment charge relating to goodwill and other intangible assets. The consolidated operating loss for financial services was $4.1 million in fiscal 2026, compared with a loss of $5.6 million in fiscal 2025.
Marygold US incurred an operating loss of $4.7 million
in fiscal 2025 compared to an operating loss of $5.7 million in fiscal 2024. Since the Marygold US app earned only de minimis revenues
since its launch in June 2023, Marygold US decided to pause operations of the app in the U.S. effective March 31, 2025. As such,
the losses and negative cash flows from Marygold US are expected to be reduced going forward as the Company assesses whether it will continue further development of the app for the U.S. market; discontinue development of the app other
than for the U.K market; or license or sell the app to a third party, of which there can be no assurance. In order to further develop
the app for the U.S. market, the Company anticipates it would need to raise additional debt or equity financing. There can be no assurance
the Company will be able to raise such additional financing or upon terms acceptable to it.
The overall financial services revenue driven by Marygold
UK increased by $0.2 million or 32% driven by having a full year of revenue in fiscal 2025 from Step-By-Step which was acquired in April
2024. Marygold UK released a narrower version of the mobile Fintech app in the UK during the fourth quarter of fiscal 2025. The development,
marketing and support of the UK Fintech app negatively impacted the financial performance of Marygold UK during fiscal 2025 but was offset
due to reduced expenses of Marygold US. The overall financial services operating loss decreased by $0.3 million, or 5%, as a result.
As a holding company, The Marygold Companies has no significant revenue but has operating expenses including salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, and investor relations, which result in operating losses. Operating loss at the corporate headquarters increased to $5.1 million in fiscal 2026 from $4.3 million in fiscal 2025, an increase of $0.8 million, or 18%, driven in part by a $0.9 million impairment charge relating to an investment in a private bank.
Operating loss for the corporate headquarters increased
by $0.7 million or 21% driven by higher stock-based compensation expenses of $0.4 million and the transition of certain employees from
the financial services segment to the parent company.
TheWe
Marygold Companies isare a multinational holding company that conducts itsour individual diversified business operations through itsour wholly-owned subsidiaries.
At the holding-company
level, itsour liquidity needs relate to operational expenses, the funding of additional business acquisitions and
new investment opportunities.opportunities including the investment by our fund management business in the development of new exchange traded funds
or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital
expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding
company and the subsidiary level. There are generally no legal limitations or constraints on the movement of funds between the entities.entities,
however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company. Additionally, our registered
investment advisor subsidiaries are required to maintain certain minimum capital requirements.
As
of June 30, 2025,2026, we had $5.0
$2.9 million of cash and cash equivalents on a consolidated basis asbasis, compared towith $5.5$5.0 million as of June 30, 2024,
2025, a decrease of $0.5
$2.1 million or 8%.42%. Our cash used in operating activities for fiscal 20252026 was $3.3$2.3 million. ForDuring fiscal 2025, 2026,
we made additional
expendituresprincipal payments of $3.3$1.3 million throughto Marygoldpay USoff forour Streeterville note payable and received net proceeds of $1.1 million from
the sale of Brigadier. During fiscal 2026, the Company spent money on the development and marketing of the mobile Fintech app at Marygold UK;
however, effective June 30, 2026 we paused the offering, development and marketing of the mobile Fintech app in the United States.U.K. We have
invested a total of $19.1$19.5 million in the Fintech app through Marygold US since inception.the Despiteproject thesewas cashimplemented investmentsin 2019. Over the coming 12 months we
currently expect to generate proceeds from the sale of our Food Products segment and
expenses, plan to further curtail funding for our
fintech-based subsidiary operations. Our working capital position remains strong at $12.4$12.3 million as of June 30, 2025.2026.
Equity Distribution Agreement
As
described below, in September 2024 we entered into a financing arrangement under which we borrowed $4.4 million and have the potential
to borrow an additional $2.2 million. The financing arrangement also gives the lender the right but not the obligation to provide an
additional $10.0 million in financing to us on the same terms as the initial loans. Also as described below, on January 28, 2025, we received $1.8 million in net proceeds from the sale of our shares in
a firm commitment underwritten offering. Also, on July 1, 2025, the Company sold Brigadier to a related party. As of June 30, 2025, $0.7 million had been
received as a deposit, and the Company received the remaining proceeds of $1.6 million in accordance with the schedule described in Note
16, Subsequent Events to the Consolidated Financial Statements included in this Form 10-K.
Recent
Equity Financing
On
January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock, $0.001 par value per share (“Common
Stock”) at a price to the public of $1.10 per share (before deduction of underwriting discounts and commissions) in a firm commitment
underwritten public offering (“Offering”) pursuant to an underwriting agreement, dated January 26, 2025 (“Underwriting
Agreement”), between us and the Maxim Group LLC (“Maxim”), as sole underwriter and book-running manager for the Offering.
Pursuant to the Underwriting Agreement, we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of Common Stock
at the public offering price before deduction of underwriting discounts and commissions (“Overallotment Option”). Maxim did
not exercise its Overallotment Option.
The
net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were $1.8
million. We intend to use the net proceeds from the Offering to retire or reduce debt, make additional investments in our financial services
operations, and for other general working capital and corporate purposes.
At-the-Market
Securities Offering
On
March 7, 2025, we entered into an Equity Distribution
Agreement (“EDA”) with Maxim Group, LLC (“Maxim”) pursuant to which we may sell from time-to-time
shares of our
common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales agent or principal.
We have agreed
to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through
Maxim under
the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities under
under the Securities Act. TheWe EDA requires that, until May 28, 2025, the date of the expiration of the standstill period in our Underwriting
Agreement with Maxim for the Offering described above, sales of our shares of common stock be made at a minimum price per share of $1.50
unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share. During the fiscal year ended June 30, 2025,
we didhave not sellsold any shares pursuant to the EDA.EDA Theand, offerpursuant andto sale,the if any,terms of ourthe shares of common stock underagreement, the EDA will be made
pursuant to our shelf registration statement on Form S-3 which was filed with the SEC on December 18, 2024, and becameterminated effective on December
27, 2024, the base prospectus included therein, and a prospectus supplement that was filed by the Company with the SEC on March 7, 2025.2026.
The
Company believes that its cash and cash equivalents along with the cash generated from ongoing operations will be sufficient to fund
its cash requirements over the next 12 months. However, based on our current operating plan which we expect may include continued additional
investments in our mobile Fintech app for the U.K. market, we may need to raise additional funds through one or more debt, equity or
equity linked financings to meet our operating and cash needs. There can be no assurance we will be able to raise such additional financing
upon terms acceptable to us or at all. In the event we are unable to obtain additional financing in an amount or upon terms acceptable
to us, we expect to further reduce or curtail our investment in the development of our Fintech app.
The
Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations
was $1.0$0.5 million as of June 30, 2025.2026. The obligations will reduce over the passage of time through periodic lease payments. See Note
1415 to our Consolidated Financial Statements for further analysis of this obligation.
In
addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system which is included under Lease liabilities on our consolidated balance sheets.
Recent
Note Financing
On
September 19, 2024, we entered into a note purchase agreement (“Purchase Agreement”) with Streeterville Capital, LLC, a Utah
limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in
an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity
Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note
(“Subsequent Note,” Initial Note and Subsequent Note, “Notes”). The initial principal amount of the Notes includes
an original issue discount of 9% and expenses the Company agreed to pay to the Holder to cover the Holder’s transaction costs.
The original issue discount of the Initial Note was $360,000. Interest on the principal amount of the Notes accrues at a rate of 9% per
annum. The Company may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the
Notes, including any repayments, are subject to an additional amount payable equal to 6% of the portion of the outstanding balance being
repaid. The Subsequent Note would have a principal amount of $2,180,000, which will have terms substantially similar to the terms of
the Initial Note. The original issue discount on the Subsequent Note, if issued, will be $180,000.
The
Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest
in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities
Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s
prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue
any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities
convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a
conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events
related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend,
stock split or similar transaction); issue and securities pursuant to an equity line of credit, standby equity purchase agreement or
similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder
the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim
arising under the Purchase Agreement and other transaction documents.
The
Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee
is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file
a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental
transaction” occurs without Holder’s prior written consent: (h) we, USCF Investments or any of the USCF Investments subsidiaries,
fail to observe covenants in our agreements with the Holder; (i) we default in observing or performing any covenant in the transaction
documents; (j) any representation in the transaction documents is or becomes false or incorrect; (i) we effect a reverse stock split
without 20 trading days’ prior written notice to the Holder; (k) any judgment is entered against us for more than $500,000 which
remains unstayed for more than 20 days unless consented to by the Holder; (m) our shares cease to be DTC (Depositary Trust Company) eligible;
or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our
ongoing business operations. A “fundamental transaction” occurs if: we merge with another entity; we dispose of all or substantially
all of our assets, we allow more than 50% of our voting shares to be acquired by another person; we enter into a share purchase agreement
with a third party that acquires more than 50% of our shares; we recapitalize or reclassify our shares; we transfer a material asset
to a subsidiary; we pay a dividend to our shareholders; or any person or group becomes the beneficial owner of 50% of the ordinary voting
power of our shares. Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an
event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”). Alternatively,
the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together
with any applicable default amount.
The
Company’s obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments,
Inc. and (ii) a security interest in all of the assets of the Company. Further, the Company’s Chief Executive Officer’s trust,
the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of the Company’s obligations
to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.
Beginning
on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right
to require the Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $200,000 with respect to the Subsequent
Note plus any interest accrued thereunder and an additional amount payable equal to 6% of the principal amount and accrued interest redeemed.
The Company has the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance
written notice to Holder. If Company exercises its deferral right, the outstanding balance automatically increases by 0.85% for each
instance that the deferral right is exercised by Company, which cannot be exercised more than once every ninety calendar days.
Pursuant
to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder
will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $10,000,000
in the Company on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each).
The
Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate
commission equal to 7% of the gross cash proceeds received from the sale of the Notes.
As
of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $1.3 million, all of which
is due within 12 months from June 30, 2025 assuming no deferral rights are exercised. The effective interest rate for this note is 41.3%.
In
July 2024, Brigadier repaid its mortgage loan of $0.3 million in full that was secured with the land and building in Canada.
USCF
Investments, from time to time, provides initial investments in the creation of ETF funds that USCF Investments manages. USCF
Investments classifies these investments as current assets as the intention is for these investments areto generally be sold within
one year from the balance
sheet date.date; however on occasion these investments have been held for over one year. As of June 30, 2025,2026, USCF Investments held investment positions in fourthree of its exchange
traded funds registered under
the Investment Company Act of 1940, as amended, USG (ticker changed from GLDX in March 2024), ZSB, USE and ZSC of $0.2 million, $0.5 million, $0.2and
million, $0.8 million, and $2.1$0.6 million, respectively. These investment positions along with other investments, as applicable, are
described further in Note 5 6
to our Consolidated Financial Statements.
What changed in the latest 10-Q
Risk Factors
Largest changes
“Additional risks include the geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, military conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by the Company’s indirect wholly owned subsidiaries. …”see in full comparison
Full comparison: every changed paragraph (1)
Additional risks include the geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, military conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by the Company’s indirect wholly owned subsidiaries. Other risks associated with geopolitical conflicts may cause disruption in global shipping, supply chain issues and increased prices on a global scale. It is unknown how long these uncertainties will last or our ability to mitigate their impact on our businesses, consolidated results of operations and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Net (loss) income from discontinued Food Products (Gourmet Foods) Segment”
New heading “Net income from discontinued Food Products (Gourmet Foods) Segment”
Removed heading “Food Products - Gourmet Foods”
Removed heading “Food Products - Gourmet Foods”
Largest changes
“Ongoing geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, military conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by the Company’s indirect wholly owned subsidiaries. …”see in full comparison
“Net (loss) income from discontinued Food Products (Gourmet Foods) Segment”see in full comparison
“Net income from discontinued Food Products (Gourmet Foods) Segment”see in full comparison
Revenuesee in full comparisondecreasedincreased by$1.3$0.5 million or8%3% for thesixnine months endedDecemberMarch 31,20252026 due to an increase in revenue in our US fund management segment of $1.9 million driven by an increase in average Assets Under Management (“AUM”) and an increase in revenue of $0.5 million from our beauty products segment, partially offset by adecreasereduction in revenue of$1.3$1.8 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1,2025,2025.andAveragea decrease in revenue of $0.4 millionAUM in our US fund managementsegment, partially offset by an increase of $0.4 million in our beauty productssegmentrevenue. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUMfor thesixnine months endedDecemberMarch 31,20252026 was$2.9$3.6 billion compared to$3.1$3.0 billion for thesixnine months endedDecemberMarch 31,2024.2025. Thedecreaseincrease in average AUM in thesixnine months endedDecemberMarch 31,20252026 was due to oil and other commodity price increasesfluctuations,and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.
Full comparison: every changed paragraph (61)
The
following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and
the the
accompanying notes thereto included in this Report and is qualified in its entirety by the foregoing and by more detailed
financial financial
information appearing elsewhere in this Report. See “Item 1 - Financial Statements.” In addition to historical
financial financial
information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties
and and
assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may
differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed
in the “Special Note Regarding Forward Looking Statements” above.
As discussed in the Notes to the Condensed Consolidated Financial Statements, the results and related assets and liabilities of the Food Products business are reported as discontinued operations. As a result, unless specifically stated, all discussions included below reflect continuing operations for all periods presented.
The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “Company,” “The Marygold Companies,” “we,” “our,” or “us”), is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon exchange traded funds management, financial services, and certain other business activities listed below:
Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly-owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand qualified for discontinued operations on March 31, 2026 (see Note 3. Discontinued Operations).
Geopolitical Conflict
Ongoing geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, military conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by the Company’s indirect wholly owned subsidiaries. These armed conflicts have created disruptions in global energy supplies, supply chain issues, increased volatility in global energy prices, including the prices for oil and petroleum and shipping costs on a global basis. We are continuing to evaluate the evolving macroeconomic environment and our ability to mitigate the impact on our businesses, consolidated results of operations and financial condition.
Three
Months Ended DecemberMarch 31, 20252026 Compared with Three Months Ended DecemberMarch 31, 20242025
Revenue
decreasedincreased by $0.4$1.7 million or 5%30% for the three months ended DecemberMarch 31, 20252026 due to an increase in revenue in our US fund management
segment of $2.2 million driven by an increase in average Assets Under Management (“AUM”) partially offset by a decrease reduction
in revenue of $0.6 million from our
security systems segment as a result of the sale of Brigadier to a related party on July 1,
2025. 2025,Average a decrease in revenue of $0.1
millionAUM in our US fund management segment and partially offset by an increase in our beauty products segment revenue. The decrease in U.S.
fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the three
months ended DecemberMarch 31, 20252026 was $3.0$4.7 billion compared to $3.1 $2.6
billion for the three months ended DecemberMarch 31, 2024.2025. The decrease
increase in average AUM in the three months ended DecemberMarch 31, 20252026 was due to
oil and other commodity price fluctuations,increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic
economic uncertainty.
Gross
profit decreased by $0.3 million or 5%, driven by the elimination of gross profit from Brigadier which was sold on July 1, 2025.
Operating
expenses decreased by $1.5 million or 19% driven by a reduction of costs associated with our Marygold & Co. subsidiary as they paused
further development of the Fintech app in the US as well as a reduction of $0.2 million of operating expenses incurred by Brigadier in
the three months ended December 31, 2025 as a result of the sale of Brigadier on July 1, 2025.
Loss
from operations decreased by $1.2 million or 65% compared to the prior year three months as a net result of: the decrease in
financial services loss by $1.3 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty
products segment by $0.2 million, partially offset by reduced profit
of $0.4 million in the fund management segment due to lower average AUM.
Total
other income (expense), net increased by $0.5 million or 117% for the three months ended December 31, 2025 compared to the prior year
three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.
The benefit from income taxes decreased by $0.5 million
or 102% in the three months ended December 31, 2025 compared to the prior year three months as a result of the loss before income taxes
decreasing by $1.7 million for the reasons described above.
NetGross
lossprofit decreasedincreased by $1.2$1.9 million or 67% and was39% driven by the netincrease effectin ofrevenue thegenerated changesby discussedour US fund management segment as described above.
Operating expenses increased by $0.5 million or 7% driven by increased costs associated with our US fund management segment due to increased variable and sub-adviser fees related to higher AUM offset by a reduction in costs at our Marygold & Co. subsidiary as they paused further development of the Fintech app in the US as well as a reduction of $0.3 million of operating expenses incurred by Brigadier in the three months ended March 31, 2025 as a result of the sale of Brigadier on July 1, 2025.
Loss from continuing operations decreased by $1.4 million or 91% compared to the prior year three months as a net result of: the increased profit of $0.4 million in the fund management segment due to higher average AUM and a decrease in financial services loss by $1.1 million from pausing the Marygold Fintech app in the US.
Total other income, net increased by $0.2 million or 103% for the three months ended March 31, 2026 compared to the prior year three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.
The benefit from income taxes decreased by $0.3 million or 86% in the three months ended March 31, 2026 compared to the prior year three months as a result of the income (loss) from continuing operations before income taxes went from a loss of $1.4 million in the three months ended March 31, 2025 to a profit of $0.2 million in the three months ended March 31, 2026 for the reasons described above.
Net income (loss) increased by $1.2 million or 122% and was driven by the net effect of the changes discussed above.
SixNine
Months Ended DecemberMarch 31, 20252026 Compared with SixNine Months Ended DecemberMarch 31, 20242025
Revenue
decreasedincreased by $1.3$0.5 million or 8%3% for the sixnine months ended DecemberMarch 31, 20252026 due to an increase in revenue in our US fund
management segment of $1.9 million driven by an increase in average Assets Under Management (“AUM”) and an increase in
revenue of $0.5 million from our beauty products segment, partially offset by a decreasereduction in revenue of $1.3$1.8 million from our
security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025,2025. andAverage a decrease in revenue of $0.4
millionAUM in our US fund
management segment, partially offset by an increase of $0.4 million in our beauty products segment revenue. The
decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average
AUM for the sixnine months ended DecemberMarch 31, 20252026 was $2.9$3.6 billion compared to $3.1$3.0 billion for the sixnine months ended December
March 31,
2024. 2025. The decreaseincrease in average AUM in the sixnine months ended DecemberMarch 31, 20252026 was due to oil and other commodity price
increases fluctuations,and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with
other geopolitical and economic uncertainty.
Gross
profit decreasedincreased by $0.7$1.2 million or 6%,8% driven by the eliminationincrease ofin grossrevenue profitgenerated fromby Brigadierour whichUS wasfund soldmanagement onsegment Julyas 1,described 2025.above.
Operating
expenses decreased by $2.8$2.2 million or 18%10% driven by a reduction of costs associated with our Marygold & Co. subsidiary asas,
effective they
April 1, 2025, it paused further development of the Marygold Fintech app infor the US market as well as a reduction of $0.6 $0.9
million of operating expenses
incurred by Brigadier in the six months ended December 31, 2025 as a result of the sale of Brigadier on
July 1, 2025.
Loss
from continuing operations decreased by $2.1$3.5 million or 62% compared to the prior year sixnine months as a net result of: the decrease
in financial
services loss by $2.5$3.7 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty
products segment
by $0.5$0.6 million; a reduction in stock based compensation charges of $0.5 million and improved profitability of our food products
segment of $0.1 million, partially offset by reduced
profit of $1.0$0.6 million in the fund management segment due to lower average AUM
and the elimination of $0.2$0.3 million profit in our security systems segment as
a result of the sale of Brigadier on July 1,
2025.
Total
other income (expense), net increased by $1.1$1.3 million or 372%970% for the sixnine months ended DecemberMarch 31, 20252026 compared to the prior year nine
six months driven by the $0.5 million gain on sale of Brigadier in July 2025 and a reduction in interest expense of $0.3$0.6 million from paying
off the Streeterville note payable in
September 2025.
The
benefit from income taxes decreased by $0.8$1.1 million
or 85%86% in the sixnine months ended DecemberMarch 31, 20252026 compared to the prior year sixnine months
as a result of the loss from continuing operations before income taxes decreasing
by $3.2$4.8 million for the reasons described above.
Three
Months Ended DecemberMarch 31, 20252026 Compared with Three Months Ended DecemberMarch 31, 20242025
USCF
Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each ETF or ETP
that that
it manages. The management fees are determined on the basis of a contractual basis point management fee multiplied by the
average AUM
over the given period. Average AUM for the three months ended DecemberMarch 31, 20252026 was $3.0$4.7 billion compared to $3.1$2.6 billion
for the three
months ended DecemberMarch 31, 2024.2025. As a result of lowerhigher average AUM for the current three months when compared to the three
months ended
December March 31, 2024,2025, revenue decreasedincreased by $0.1$2.2 million or 3%.55%. The decreaseincrease in average AUM in the three months ended December March
31, 20252026 was
due to oil and other commodity price fluctuations,increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with the impact ofother geopolitical and
economic uncertainty.
Operating
income decreasedincreased to $0.4$1.2 million from $0.8 million for the three months ended DecemberMarch 31, 20252026 compared to the same three months in
20242025 driven by lowerhigher revenue andoffset by increases in sub-advisor fees (related to AUM growth in newersub-advised funds), marketing and distribution expenses, new fund
development costs, partially
offset byand variable operating expenses that are tied to lower average AUM from other funds.AUM.
Food
Products - Gourmet Foods
Gourmet
Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital
printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat
at $1.7 million for the three months ended December 31, 2025 as compared to 2024 with the bakery division being slightly lower and the printing division slightly higher.
Operating income was relatively flat at less than $0.1 million for the comparable
three months ended December 31, 2025 and 2024 with the printing division generating an operating profit of $0.1 million and the bakery
division operating at a slight operating loss.
Original
Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international
distributors, distributors,
grocery stores, hair salons and direct-to-consumers via online platforms. Revenue for the three months ended March 31,
2026 increased byto $0.3$0.7 million from $0.6 million in the comparable prior year period. The increase of $0.1 million or 39%10% was driven
by (1) acontinued changesuccess in controlling its onlinebrand distributionand channelpricing toon eliminatee-commerce low margin
selling,platforms and (2) an increase in international distribution channels to include other countries in
Asia.
Operating
loss incomedecreased increased toby $0.1 million or 57% for the three months ended December
March 31, 2025,2026 as compared to an operating loss $0.1 million for the three months ended DecemberMarch 31, 2024, 2025
as a result of increased revenues
of $0.3$0.1 million. The operating loss of less than $0.1 million coupledwas withdriven aby reductionan inability to ship
ordered product to customers in operatingthe expensesMiddle includingEast due to the elimination of third-party marketing consultants, a reductionconflict in staff and a reduction of unused warehouse
space.Iran.
Marygold
US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the
amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction
fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned
only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective April 1, 2025. For the three
months ended DecemberMarch 31, 2025,2026, Marygold US had no revenue and minimalnominal expenses as compared with an operating
loss of $1.5$1.3 million for the
three months ended DecemberMarch 31, 2024. Losses and negative cash flows from Marygold US are expected to be
significantly reduced for the remainder of this fiscal year.2025.
Our
total Financial Services revenue, derived entirely from Marygold UK,
for the three months ended DecemberMarch 31, 2025,2026, increaseddecreased by $0.1
million compared to the three months ended DecemberMarch 31, 2024.2025. The decrease in revenue was due to lower assets under management at the
Marygold & Co. Limited subsidiary. Marygold
UK continued development of a scaled down version of its fintech app designed specifically for use in the UK.
Operating loss increased
by from $0.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended
March 31, 2026 due to increasedthe Fintech app development costs incurred in connectioncoupled with the adoptionlower andrevenue implementation of the Marygold mobile Fintech app
for the U.K. market. The consolidated
operating loss for financial services was $0.4 million for the three months ended DecemberMarch 31, 2025
2026 as compared to a loss of $1.7 $1.5
million for the three months ended DecemberMarch 31, 2024,2025, a decrease of $1.3$1.1 million or 78%.74%.
The
Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited
limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC
periodic reporting
requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss
for the corporate headquarters
was relatively flat at $0.9 million for the three months ended DecemberMarch 31, 20252026 as compared to $1.0
$0.8 million for the same period in 2024.2025.
Net (loss) income from discontinued Food Products (Gourmet Foods) Segment
Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other pastry products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $1.6 million for the three months ended March 31, 2026 as compared to 2025 with the bakery division being slightly lower and the printing division slightly higher.
The net loss from discontinued operations was less than $0.1 million for the three months ended March 31, 2026 as compared to net income from discontinued operations of less than $0.1 million for the three months ended March 31, 2025. The bakery division posted a loss of less than $0.1 million due in part to price resistance at major grocery chains, a slowing in consumer discretionary spending across New Zealand in general, and higher shipping charges. The printing division posted a profit of less than $0.1 million as it increased production efficiencies and improved its sales outreach efforts. Printing revenue and operating profit were slightly lower due to machinery maintenance shut-downs causing temporary delays in production deliveries.
SixNine
Months Ended DecemberMarch 31, 20252026 Compared with SixNine Months Ended DecemberMarch 31, 20242025
Our
U.S. Fund Management is comprised of USCF Investments, and its wholly
owned subsidiaries. USCF
Investments earns monthly management
and advisory fees based on an investment management or advisory agreement with each ETF or ETP that
it manages. The management fees
are determined on the basis of a contractual basis point management fee multiplied by the average AUM
over the given period. Average
AUM for the sixnine months ended DecemberMarch 31, 20252026 was $2.9$3.6 billion compared to $3.1$3.0 billion for the sixnine months
ended DecemberMarch 31, 2024.2025. As
a result of lowerhigher average AUM for the current sixnine months when compared to the sixnine months ended DecemberMarch 31,
2024, 2025, revenue decreased increased
by $0.4$1.9 million or 4%.14%. The decreaseincrease in average AUM in the threenine months ended DecemberMarch 31, 20252026 was due to oil and other commodity price
priceincreases fluctuations,and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with the impact ofother geopolitical and economic uncertainty.
Operating
income decreased to $0.8$2.1 million from $1.8$2.6 million for the sixnine months ended DecemberMarch 31, 20252026 compared to the same sixnine months in 20242025
driven by lower revenue and increases in sub-advisor fees (related to growth in newer funds), marketing and distribution expenses, new fund development
costs, partially
offset byand variable operating expenses that are tied to lower average AUM from other funds.AUM.
Food
Products - Gourmet Foods
Gourmet
Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a
digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was
relatively flat at $3.4 million for the six months ended December 31, 2025 as compared to $3.5 million for the six months ended
December 31, 2024.
Operating
income increased by $0.1 million for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024.
The increase in operating income is due to a focus on the sale of higher margin products coupled with a decrease in selling expenses
at Gourmet Foods bakery unit coupled with an increase in production at their Printstock Products printing subsidiary.
Original
Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international
distributors, distributors,
grocery stores, hair salons and direct-to-consumers via online platforms. Revenue increasedfor bythe nine months ended March 31,
2026 was $2.5 million as compared to $2.1 million for the comparable prior year period, an increase of $0.4 million or 28%23% driven by
(1) acontinued changesuccess in controlling its onlinebrand distributionand channelpricing toon eliminatee-commerce low margin
selling,platforms and (2) an increase in international distribution channels to include other countries in
Asia.
Operating
income increased to $0.3$0.2 million for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to an operating loss of $0.2$0.4 million for the
the sixnine months ended DecemberMarch 31, 2024,2025, or 212%,158% improvement, as a result of increased revenues of $0.4 million andrevenue, the reduction of certain expenses
expenses including the elimination of third-party marketing consultants, a reduction in staff and a reduction of unused warehouse
space.
Marygold
US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the
the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and
from transaction
fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since
that time, the app earned
only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US
effective April 1, 2025. For the six nine
months ended DecemberMarch 31, 2025,2026, Marygold US had no revenue and minimal expenses as compared
with an operating loss of $2.9$4.2 million for the six
nine months ended DecemberMarch 31, 2024.2025. Losses and negative cash flows from Marygold US
are expected to be significantly reduced for the remainder
of this fiscal year.
Our
total Financial Services
revenue, derived entirely from Marygold UK, for the sixnine months ended DecemberMarch 31, 2025,2026, increasedwas byflat $0.1at $0.6 million
for the sixnine months
ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025. Marygold UK continued development of a scaled
down down
version of its fintech app designed specifically for use in the UK by clients of Marygold UK. Operating loss increased by $0.3$0.5 million
due to increased costs
incurred in connection with the adoption and implementation of the Marygold UK mobile Fintech app forin the U.K. market.
The consolidated
operating loss for financial services was $0.7$1.1 million for the current sixnine months as compared to a loss of $3.3$4.8 million
for the six
nine months ended DecemberMarch 31, 2024.2025.
The
Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited
limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC
periodic reporting
requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss
for the corporate headquarters
was relatively flat at $2.4$3.3 million for both the sixnine months ended DecemberMarch 31, 20252026 as compared to $2.5
million forand the same period in 2024.2025.
Net income from discontinued Food Products (Gourmet Foods) Segment
Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other bakery products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $5.0 million for the nine months ended March 31, 2026 and March 31, 2025.
The net income from discontinued operations for the nine months ended March 31, 2026 was slightly less than $0.1 million as compared to a little over $0.1 million for the nine months ended March 31, 2025.
We
are a multinational holding company that conducts our individual diversified business operations through our wholly-owned subsidiaries.
subsidiaries. At the holding-company level, our liquidity needs relate to operational expenses, the funding of additional business
acquisitions and
new investment opportunities including the investment by our fund management business in the development of new
exchange traded fund funds
or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in
operating activities, debt service, and capital
expenditures, including purchases of equipment and services, operating costs and
expenses, and income taxes. Cash is managed at the holding
company and the subsidiary level. There are generally no legal
limitations or constraints on the movement of funds between the entities,
however there are potential tax consequences for funds
moved from foreign subsidiaries to the parent company. Additionally, our registered
investment advisor subsidiaries are required to
maintain certain minimum capital requirements.
As
of DecemberMarch 31, 2025,2026, we had $4.1
$3.0 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June
30, 2025, a decrease of $0.9
$2.0 million or 18%.41%. Our cash used in operating activities for the sixnine months ended DecemberMarch 31, 20252026 was $1.4 $2.4
million. During the six
nine months ended DecemberMarch 31, 2025,2026, we made principal payments of $1.3 million to pay off our Streeterville note
payable and we received
net proceeds of $1.1 million from the sale of Brigadier. For the sixnine months ended DecemberMarch 31, 2025,2026, the
Company spent money at
Marygold UK for the development and marketing of the mobile Fintech app. We have invested a total of $19.3 $19.5
million overall in the
Fintech app since the project was implemented in 2019. There is a possibility that we will require additional financing if we elect
to further fund fintech-based subsidiary operations overOver the coming 12 months.months Aswe currently expect to
generate proceeds from the fundingsale requirementsof becomeour known,Food Products segment and we will
decideplan uponto thefurther sourcecurtail offunding the additional capital. Despite these cash investments and expenses,on our fintech-based subsidiary
operations. Our working capital position remains
strong at $12.9$12.6 million as of DecemberMarch 31, 2025.2026.
On
March 7, 2025, we entered into an Equity Distribution Agreement (“EDA”) with Maxim pursuant to which we may sell from
time-to-time time-to-time
shares of our common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales
agent or principal.
We have agreed to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the
sale of any shares through
Maxim under the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to
indemnify Maxim against certain liabilities
under the Securities Act. The EDA required that, until May 25, 2025, the date of the
expiration of the standstill period in our Underwriting
Agreement with Maxim for the underwritten offering described above, sales of
our shares of common stock be made at a minimum price per
share of $1.50 unless, at any time, Maxim and the Company mutually agree
upon a lower minimum price per share. We have not sold any shares
pursuant to the EDA.EDA Theand, offerpursuant andto sale,the if any,terms of ourthe shares of common stock underagreement, the EDA will be made pursuant to our shelf registration
statement on Form S-3 which was filed with the SEC on December 18, 2024, and becameterminated effective on December 27, 2024, the base prospectus
included therein, and a prospectus supplement that was filed by the Company with the SEC on March 7, 2025.2026.
Our current operating plan includes generating proceeds from the sale of our Food Products segment and we plan to further curtail funding of our Fintech-based operations in the U.K. As such, the Company believes that its cash and cash equivalents and other working capital along with the cash generated from ongoing operations will be sufficient to fund its cash requirements over the next 12 months.
The
Company believes that its cash and cash equivalents along with the cash generated from ongoing operations will be sufficient to fund
its cash requirements over the next 12 months. Our current operating plan includes funding additional investments in our mobile
Fintech app for the U.K. market only to the extent we have existing funds on hand. If we decide to invest more in our mobile Fintech
app, then we may need to raise additional funds through one or more debt, equity or equity linked financings. There can be no assurance we will be able to raise such additional financing upon terms acceptable to us or at all.
In the event we are unable to obtain additional financing in an amount or upon terms acceptable to us, we expect to further reduce
or curtail our investment in the development of our Fintech app for the UK market.
The
Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.6
$1.1 million as of DecemberMarch 31, 2025.2026. The obligations will reduce over the passage of time through periodic lease payments. See Note
10 11 to our
consolidated financial statements for further analysis of these obligations.
MGLD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MGLD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 39,408 | $46.9K | 0.0% | Added 4% |