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What changed in Marygold Companies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Marygold Companies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+345 added−186 removedSource: 10-K (2025-09-19) vs 10-K (2024-09-18)

Top changes in Marygold Companies, Inc.'s 2025 10-K

345 paragraphs added · 186 removed · 163 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

75 edited+59 added−14 removed33 unchanged
Biggest changeBUSINESS The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies), is a holding company which operates through its wholly owned subsidiaries engaged in certain diverse business activities listed below: ● Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly-owned subsidiaries: ○ United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and ○ USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”).
Biggest changeFund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange traded products (“ETFs”): ○ United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and ○ USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”).
USCF Investments’ subsidiaries each earn monthly management and advisory fees based on its agreements with each fund. The management fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period.
USCF Investments’ subsidiaries each earn monthly management and advisory fees based on their agreements with each fund. The management fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period.
Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM.
Many of the company’s expenses are dependent upon the amount of average AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by average AUM.
Subsidiary Business Overview Fund Management - USCF Investments In 2016, we acquired all of the issued and outstanding stock in USCF Investments , Inc. (“USCF Investments”). USCF Investments is a U.S. corporation organized in the state of Delaware.
Subsidiary Business Overview U.S. ETF Fund Management - USCF Investments In 2016, we acquired all of the issued and outstanding stock in USCF Investments, Inc., a Delaware corporation (“USCF Investments”). USCF Investments is a U.S. corporation organized in the state of Delaware.
Seasonality There is no significant seasonality for sales of products for Original Sprout, although sales may fluctuate around traditional holidays, and certain products, such as sunscreen, are lower in winter months than in summer months.
Seasonality There is no significant seasonality for sales of products by Original Sprout, although sales may fluctuate around traditional holidays, and sales of certain products, such as sunscreen, are lower in winter months than in summer months.
USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities. 5 Table of Contents Litigation Please refer to “Note 14. Commitments and Contingencies – Litigation” to the financial statements included in this Form 10-K.
USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities. 8 Table of Contents Litigation Please refer to “Note 14. Commitments and Contingencies – Litigation” to the consolidated financial statements included in this Form 10-K.
Regulation USCF Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations generally applicable to the investment services industry.
Regulation USCF Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations generally applicable to the investment advisory services industry.
Because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned by Messrs. Gerber and Schoenberger, we are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide.
Because more than 50% of the combined voting power of all our outstanding voting stock is beneficially owned by Messrs. Gerber and Schoenberger, we are deemed a “controlled company” as defined in section 801(a) of the NYSE American Company Guide.
All of Original Sprout’s products are currently produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies were unable to provide such services, there are other similar production and packaging companies available at competitive pricing.
All of Original Sprout’s products are currently produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies is unable to provide such services, there are other similar production and packaging companies available at competitive pricing.
The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed Funds’ assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly.
The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed fund’s assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly.
As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors. 10 Table of Contents
As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors. 13 Table of Contents
While these product lines are comprised of different customers and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies its products to the manufacturers in the food industry, some of which are competitors to Gourmet Foods, and the inclusion of Printstock to the Gourmet Foods operations does not extend its presence beyond the food industry.
While these product lines are comprised of different customers and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies its products to the manufacturers in the New Zealand food industry, some of which are competitors of Gourmet Foods, and the inclusion of Printstock in Gourmet Foods’ operations does not extend its presence beyond the food industry.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC.
In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, was compelled to transition from its wholesale distribution model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers.
In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, transitioned from its wholesale distribution model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers.
However, the cost of launching and seeding new funds is dependent upon existing and new capital resources. The ability to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital will be challenging.
However, the cost of launching and seeding new funds is dependent upon the availability of existing and new capital resources. The ability to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital is expected to be challenging.
Currently, USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its shares or interests pursuant to the Securities Act of 1933, as amended (“Securities Act”): USCF LLC as general partner of the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in 2009 4 Table of Contents USCF LLC is the sponsor of the following funds, each a series of the United States Commodity Index Funds Trust (“USCIF Trust”) United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in 2010 USCF Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust.
USCF LLC Managed and Sponsored Funds Currently, USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its shares or interests pursuant to the Securities Act: USCF LLC is general partner of the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in 2009 7 Table of Contents USCF LLC is the sponsor of the following funds, each a series of the United States Commodity Index Funds Trust (“USCIF Trust”) United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in 2010 USCF Advised or Managed Funds USCF Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust.
Marygold UK In 2021, we expanded our financial services into Great Britain by incorporating a new entity called, Marygold & Co. (UK) Limited, a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England, (“Marygold UK”).
Marygold UK In 2021, we expanded our financial services into the United Kingdom by incorporating a new entity called, Marygold & Co. (UK) Limited, a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England, (“Marygold UK”).
USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.” USCF LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETFs it manages.
USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.” USCF LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETF trust and funds it manages.
For the year ended June 30, 2024, 75% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Natural Gas Fund, LP and USCF Midstream Energy Income Fund.
For the year ended June 30, 2025, 70% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Natural Gas Fund, LP and USCF Midstream Energy Income Fund.
Many of these competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the discovery, research and development of products and the commercialization of those products. Our competitors’ products may have better performance or are more effectively marketed and sold, than any products we may commercialize.
Many of these competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the discovery, research and development of ETFs and the commercialization of those ETFs. Our competitors’ ETFs may have better performance, lower expenses or advisory fees, or are more effectively marketed and sold, than any products we may commercialize.
Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company. 7 Table of Contents Brigadier is partially dependent upon its contractual relationship with an alarm monitoring company that provides monitoring services to Brigadier’s customers.
Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company. 10 Table of Contents Brigadier is partially dependent upon its contractual relationship with SecurTek that provides monitoring services to Brigadier’s customers.
Customers will have a “Piggy Bank” function, that empowers users to take control of their financial future by providing the digital tools they need to save money more efficiently. The Piggy Bank app feature encourages mindful spending, adding customizable barriers to the visibility of savings and fostering long-term habits through an “out of sight, out of mind” approach.
The app has a “Piggy Bank” function, that enables users to take control of their financial future by providing the digital tools they need to save money more efficiently. The Piggy Bank app feature encourages mindful spending, adding customizable barriers to the visibility of savings and fostering long-term habits through an “out of sight, out of mind” approach.
For the year ended June 30, 2023, 73% of USCF Investments’ revenue was attributable to its subsidiaries’ management of United States Oil Fund, LP; United States Natural Gas Fund, LP and United States Commodity Index Fund.
For the year ended June 30, 2024, 75% of USCF Investments’ revenue was attributable to its subsidiaries’ management of United States Oil Fund, LP; United States Natural Gas Fund, LP and United States Commodity Index Fund.
Currently, USCF LLC and USCF Advisers collectively manage and service 16 exchange traded funds (“ETFs”), the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The ETFs managed by USCF LLC and USCF Advisers have a combined total of $2.9 billion in assets under management (“AUM”) as of June 30, 2024.
Currently, USCF LLC and USCF Advisers collectively manage and service 16 ETFs, the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The ETFs managed by USCF LLC and USCF Advisers have a combined total of $2.8 billion in assets under management (“AUM”) as of June 30, 2025.
USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these advisory services such as the expenses of the members of the independent board of directors.
USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these advisory services.
In May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. Step-By-Step is an asset manager and registered investment advisor regulated under the United Kingdom Financial Conduct Authority.
Limited has its registered office in Northampton, England. Marygold & Co. Limited is an asset manager regulated by the United Kingdom Financial Conduct Authority. In May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England.
USCF Advisers as fund manager for the following series of the ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”) Fund launched in 2018 USCF Midstream Energy Income Fund (“UMI”) Fund launched in 2021 USCF Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”) Fund launched in 2021, Ticker symbol change in 2024 USCF Dividend Income Fund (“UDI”) Fund launched in 2022 USCF Sustainable Battery Metals Strategy Fund (“ZSB”) Fund launched in 2023 USCF Energy Commodity Strategy Absolute Return Fund (“USE”) Fund launched in 2023 USCF Sustainable Commodity Strategy Fund (“ZSC”) Fund launched in 2023 USCF Aluminum Strategy Fund (“ALUM”) Fund launched in 2023 USCF Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage.
USCF Advisers is fund manager for the following series of the ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”) Fund launched in 2018 USCF Midstream Energy Income Fund (“UMI”) Fund launched in 2021 USCF Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”) Fund launched in 2021, Ticker symbol change in 2024 USCF Dividend Income Fund (“UDI”) Fund launched in 2022 USCF Sustainable Battery Metals Strategy Fund (“ZSB”) Fund launched in 2023 USCF Energy Commodity Strategy Absolute Return Fund (“USE”) Fund launched in 2023 USCF Sustainable Commodity Strategy Fund (“ZSC”) Fund launched in 2023 Fund Sub-Advised by USCF Advisers USCF Daily Target 2X Copper Index ETF (“CPXR”) Fund launched in 2025 USCF Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage.
Human capital and resources are an integral part of our businesses. Our business units employed 116 people located in various parts of the world such as, New Zealand, Canada, Great Britain and the United States through the fiscal year ended June 30, 2024.
Human capital and resources are an integral part of our businesses. Our business units employed 104 people located in various parts of the world such as, New Zealand, Canada, the United Kingdom and the United States through the fiscal year ended June 30, 2025.
Each series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act. Employees USCF Investments’ operating subsidiaries have 14 full-time employees, a majority of whom are located in its Walnut Creek, California office.
Each series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act and subject to the rules and regulations thereunder. Employees USCF Investments’ operating subsidiaries have 13 full-time employees, a majority of whom are located in its Walnut Creek, California office.
Therefore, for the purpose of segment reporting, both revenue streams are considered part of the same “food products” segment. Baking and Printing: Within the baking sector Gourmet Foods has three major customer groups: 1) grocery, 2) gasoline convenience stores, and 3) independent retailers and cafes.
Therefore, for the purpose of segment reporting, both revenue streams are considered part of the same “food products” segment, which is how it is evaluated by the Company’s Chief Operating Decision Maker. Baking and Printing: Within the baking sector Gourmet Foods has three major customer groups: 1) grocery stores, 2) gasoline convenience stores, and 3) independent retailers and cafes.
The funds for which USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC.
Patent and Trademark Office (“PTO”). The funds for which USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC.
Original Sprout sells its products through three distribution channels: ● direct sales to end users via online shopping carts; ● sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers, and ● to retail stores selling to end users either from the shelf or online. 8 Table of Contents During the year ended June 30, 2024, Original Sprout did not have any significant customers; however, certain of Original Sprout’s customers may, from time to time, become significant during the reporting periods.
Original Sprout sells its products through five distribution channels: ● direct sales to end users via online shopping carts; ● sales made to an exclusive reseller on Amazon; ● sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers; ● sales to domestic wholesale distributors of products to professional salons, and ● to retail stores selling to end users either from the shelf or online. 11 Table of Contents During the year ended June 30, 2025, Original Sprout did not have any significant customers; however, certain of Original Sprout’s customers may, from time to time, become significant during a reporting period.
In 2020, Gourmet Foods acquired Printstock Products Limited (“Printstock”), a Flexographic printing company based in Napier, New Zealand that prints specialty wrappers for the food industry in Australia and New Zealand including those used by Gourmet Foods. Printstock’s operating results are consolidated with those of Gourmet Foods.
Primary customers include national grocery chains, convenience stores and petrol stations. In 2020, Gourmet Foods acquired Printstock Products Limited (“Printstock”), a Flexographic printing company based in Napier, New Zealand that prints specialty wrappers for the food industry primarily in New Zealand including those used by Gourmet Foods. Printstock’s operating results are consolidated with those of Gourmet Foods.
We manage the operations of our subsidiaries and their related businesses on a decentralized basis. There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive management in the day-to-day business affairs of our operating subsidiary businesses apart from oversight.
There are generally no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive management in the day-to-day business affairs of our operating subsidiaries apart from oversight.
Marygold has developed and continues to enhance and develop a peer-to-peer (“P2P”) Fintech digital money app that facilitates the transfer of cash between two or more people that, unlike competitor apps, does not require both parties to each have the Marygold digital app in order to transfer cash.
The Marygold US app is a peer-to-peer (“P2P”) Fintech digital mobile banking app that facilitates the transfer of cash between two or more people that, unlike competitor apps, does not require both parties to each have the Marygold digital app in order to transfer cash.
Larger competitors in New Zealand also enjoy economies of scale in production allowing them to offer products at lower retail prices, making it difficult for us to compete in the growing online sales channel of home deliveries.
Competitors’ products may be more effectively marketed and sold, than products Gourmet Foods may commercialize. Larger competitors in New Zealand also enjoy economies of scale in production allowing them to offer products at lower retail prices, making it difficult for us to compete in the growing online sales channel of home deliveries.
Controlled Company Status Pursuant to a voting agreement dated July 9, 2004, Nicholas Gerber and Scott Schoenberger, through their respective trusts, represent over 50% of the voting stock with respect to matters that may have a material impact on our strategy and shareholder rights.
Controlled Company Status Pursuant to a voting agreement dated January 27, 2015, Nicholas Gerber and Scott Schoenberger, through their respective family trusts, have voting and investment power with respect to more than 50% of the voting stock on matters that may have a material impact on our strategy and shareholder rights.
Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”).
Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act as well as regulatory obligations by the NYSE Arca under its continued listing standards.
Intellectual Property The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original Sprout” are registered trademarks of Original Sprout.
Intellectual Property The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original Sprout” are registered trademarks of Original Sprout and will expire or renew on August 16, 2031 and September 9, 2028, respectively.
Beauty Products - Original Sprout In 2017, we acquired all of the assets of Original Sprout LLC. Original Sprout LLC was founded in 2003. Original Sprout is engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale.
Original Sprout is engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale.
The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. ● 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 is principal manufacturing facility in Napier, New Zealand. ● Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● Financial Services – United States and Great Britain: ○ Marygold & Co., a Delaware corporation, based in Denver, Colorado, and its wholly-owned subsidiary, Marygold & Co.
The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. ● 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 is principal manufacturing facility in Napier, New Zealand. ● Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada.
Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, had 52 full-time employees in New Zealand as of June 30, 2024.
Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, had 48 full-time employees in New Zealand as of June 30, 2025. Intellectual Property Ponsonby Pies and Pat’s Pantry are registered trademarks of Gourmet Foods, Ltd. in New Zealand.
Marygold app users may choose to transfer or receive cash within the United States efficiently if both users have the app or they may choose to send or receive a check mailed by the U.S. Postal Service to them or send and receive by ACH, email address or by providing a mobile number. This feature is called PayAnyone ® .
Marygold US app users were able to choose to transfer or receive cash within the U.S. efficiently if both users had the app or they could have chosen to send or receive a check mailed by the U.S. Postal Service or send and receive by ACH, email address or by providing a mobile number.
For a description of the terms of our acquisition of Step-By-Step, please refer to “Note 6. Business Combinations” to our consolidated financial statements included in this Form 10-K.
Step-By-Step is an asset manager and registered investment advisor regulated by the United Kingdom Financial Conduct Authority. For a description of the terms of our acquisition of Step-By-Step, please refer to “Note 6. Business Combinations” to our consolidated financial statements included in this Form 10-K.
Independent director expenses are apportioned on a pro rata basis over each fund affiliated with USCF Investments. Intellectual Property USCF Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with the U.S. Patent and Trademark Office (“PTO”).
The ETF Trust funds that USCF Advisers advise bear the expenses of its independent board of trustees. Independent trustee expenses are apportioned on a pro rata basis over each fund affiliated with USCF Investments. Intellectual Property USCF Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with the U.S.
In the gasoline convenience store market customer group, Gourmet Foods supplies a marketing consortium of gasoline dealers operating under the same brand and a consortium of gasoline convenience stores. The third major customer group is independent retailers and cafes. The printing sector of Gourmet Foods’ revenues is comprised of many customers, some large and some small.
In the gasoline convenience store market customer group, Gourmet Foods supplies a marketing consortium of gasoline dealers operating under the same brand and a consortium of gasoline convenience stores. This consortium comprised 55% of the total revenue for the bakery sector in fiscal 2025. The third major customer group is independent retailers and cafes.
In June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”). Tiger Financial, a private company incorporated and registered in England and Wales, has a registered office in Northampton, England. Tiger Financial is an asset manager regulated under the United Kingdom Financial Conduct Authority.
In June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”). Tiger Financial, a private company incorporated and registered in England and Wales, has a registered office in Northampton, England. In October 2024, Tiger Financial changed its name to “Marygold & Co. Limited”. Marygold & Co.
Advisory Services, LLC, a Delaware limited liability company, whose principal business office is in New Albany, Ohio; ○ Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly-owned subsidiaries: ■ Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and ■ Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England.
Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are located in Walnut Creek, California; ○ Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries: ■ Marygold & Co.
However, with respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes that opportunities exist to capitalize on the deployment of new technologies within this market. Brigadier’s management will continue efforts to capture additional customers through organic growth and a focus on quality.
In addition, Brigadier may face increasing competition as disruptive technologies enter the market. However, with respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes that opportunities exist to capitalize on the deployment of new technologies within this market.
The two largest customers in the printing sector represented 67% of printing sector revenue in fiscal 2024. Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available locally. However, the after-effects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping.
The printing sector of Gourmet Foods’ revenues is comprised of many customers, some large and some small. The two largest customers in the printing sector represented 59% of printing sector revenue in fiscal 2025. Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available locally.
Services, Products and Customers Brigadier is a leading electronic security company in the Province of Saskatchewan. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings.
Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings. Its experience as the provider of choice for many large notable sites shows a commitment to design, service and support.
Marygold is headquartered in Denver, Colorado. In 2020, we formed an investment advisory firm, Marygold & Co. Advisory Services, LLC, a Delaware, limited liability company (“Marygold Advisors”) as a wholly-owned subsidiary of Marygold. Marygold Advisors is an investment adviser registered with the SEC under the Investment Advisers Act.
Advisory Services, LLC, a Delaware, limited liability company (“Marygold Advisors”) as a wholly owned subsidiary of Marygold and registered the company as an investment adviser under the Investment Advisers Act. Effective February 6, 2025, Marygold Advisors withdrew from registration as an investment adviser under the Investment Advisers Act.
Brigadier has two hubs, one in Regina (Elite Security) and one in Saskatoon (Brigadier Security), in the Canadian Province of Saskatchewan. Brigadier sells and installs alarm monitoring, access controls, ULC approved fire monitoring panels, and security systems to commercial and residential customers under the brand names “Brigadier Security Systems” and “Elite Security” throughout the Province of Saskatchewan.
Brigadier sells and installs alarm systems, security monitoring hardware, access controls, ULC approved fire monitoring panels, and comprehensive security systems to commercial and residential customers under the brand name “Brigadier Elite” throughout the province of Saskatchewan. Services, Products and Customers Brigadier is a leading electronic security company in the province of Saskatchewan.
The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout. As more entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition and resources than Original Sprout.
As more entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition and resources than Original Sprout.
Competition Original Sprout manufactures and distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiates it significantly from competitors that do not employ such standards.
Competition Original Sprout distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiates it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout.
Marygold UK was formed to introduce the Marygold Fintech app into the United Kingdom with features that management expects will provide a suite of personal savings tools all integrated into a user’s digital world.
In addition to its function as a holding company for U.K. investments and acquisitions, Marygold UK was formed to introduce a Marygold UK Fintech app into the United Kingdom with features designed to provide a suite of personal savings tools all integrated into a user’s digital world. The Marygold UK Fintech app was soft-launched in England during April 2025.
These cost increases, coupled with the rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, its ability to meet market demand in a timely manner. Although raw material availability has begun to return to normal levels, there remains a shortage of qualified labor for both the bakery and the printing sector.
However, the after-effects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping. These cost increases, coupled with the rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, its ability to meet market demand in a timely manner.
Gourmet Foods is focused on securing the best prices available for raw materials in the local market and recruiting experienced staff. 6 Table of Contents Competition Gourmet Foods competes with other commercial-scale manufacturers of meat pies in New Zealand and Australia. Competitors’ products may be more effective, or more effectively marketed and sold, than products Gourmet Foods may commercialize.
Gourmet Foods is focused on securing the best prices available for raw materials in the local market and joining other manufacturers of food products in efforts to encourage grocery outlets to adopt price increases in the coming fiscal year. 9 Table of Contents Competition Gourmet Foods competes with other commercial-scale manufacturers of meat pies in New Zealand.
Competition As an investment advisor, both Tiger and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the U.K. These two separate target markets have allowed Tiger and Step-By-Step to succeed and grow their business despite a competitive landscape.
Marygold UK has yet to earn significant revenue from deployment of its Fintech app as of June 30, 2025. Competition As an investment advisor, both Marygold & Co. Limited and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the U.K.
Intellectual Property Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd. in New Zealand. Security Systems - Brigadier In 2016, we acquired all of the issued and outstanding stock in Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian corporation. Brigadier was originally established in 1985.
These trademarks will expire or renew on February 13, 2028 and November 6, 2027, respectively. Security Systems - Brigadier In 2016, we acquired all of the issued and outstanding stock in Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian corporation. Brigadier was originally established in 1985.
The Marygold app has the ability to split payments/bills without fees or limits between users. Marygold’s debit Mastercard ® is connected to a widely accepted ATM network system but ATM transactions have fees associated with the use and withdrawal of cash like most bank ATM out of network machines.
Marygold’s debit Mastercard ® connected to a widely accepted ATM network system but ATM transactions have fees associated with the use and withdrawal of cash like most bank ATM out of network machines. In addition to Marygold US’ P2P features, its investment advisory firm Marygold Advisors, provided educational information on personal investing and money management tips through the app.
When a user wants to budget, invest and grow their savings, app users can use the Money Pool budgeting feature based on timeline-oriented goals that allow a user to set a time goal for which they will need to grow their money.
When a user wanted to budget, invest and grow their savings towards a goal such as purchasing a car, app users could use the Money Pool savings and investing feature to set a timeline goal for which they would need to grow their money in order to save enough through investing in Money Pools.
Employees Original Sprout had eight full-time employees, not including temporary workers or “temp-to-hire” status workers, in California as of June 30, 2024. Financial Services – Marygold US and Marygold UK In 2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”).
Financial Services – Marygold US and Marygold UK Marygold US In 2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”) headquartered in Walnut Creek, California. In 2020, Marygold formed an investment advisory subsidiary, Marygold & Co.
The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing Brigadier with a broad choice of suppliers. Brigadier bases its vendor selection on several criteria including: price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer. Brigadier is not reliant on any one supplier.
Brigadier bases its vendor selection on several criteria including: price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer. Brigadier is not reliant on any one supplier. Competition Brigadier competes with several larger, better financed companies that offer similar products and services in Saskatchewan and Canada generally as well as globally.
After users input their dollar goal into the Money Pool app feature with a goal-oriented time frame, the app provides a choice of three Money Pools for the user to choose from. The investment risk decreases or increases depending on the initial investment and goal-oriented time frame chosen.
The use of Money Pools could increase their initial investment toward their timeline goals and/or target purchase. After users inputted their target savings goal into the Money Pool app feature, the app provided a choice of ten Money Pools for a user to choose from.
Sales to its largest customer, which includes contracts and recurring monthly support fees, were 42% of Brigadier’s total revenue for each of the years ended June 30, 2024 and 2023. Sources and Availability of Materials Brigadier purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from a variety of sources.
Sales to its largest customer, which includes contracts and recurring monthly support fees, were 44% of Brigadier’s total revenue for the year ended June 30, 2025 as compared to 42% for the year ended June 30, 2024.
SecurTek is owned by SaskTel, Saskatchewan’s leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada.
Brigadier specializes and is certified to offer several major manufacturers’ products, including: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. Brigadier is an authorized SecurTek dealer and is the largest SecurTek dealer in the province of Saskatchewan. SecurTek is owned by SaskTel, Saskatchewan’s leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada.
Marygold UK is planning to introduce the Marygold Fintech app to its customers and, more broadly, in the U.K. within the coming fiscal year. Marygold UK employs nine persons full time in the U.K.
As of June 30, 2025, Marygold UK had $80.2 million in combined AUM. Marygold UK earns revenues in the form of advisory fees based on a percentage of the AUM. Marygold UK is planning to introduce the Marygold Fintech app to its customers and, more broadly, in the U.K. within the coming fiscal year.
Seasonality Due to its location in Canada, winter weather may negatively affect its ability to complete some installations, particularly those involving new construction. For this reason, during the period from November through March Brigadier’s revenue is typically lower than during other months of the year. Employees Brigadier had 20 full-time employees in Canada as of June 30, 2024.
For this reason, during the period from November through March Brigadier’s revenue is typically lower than during other months of the year. Employees Brigadier had 18 full-time employees in Canada as of June 30, 2025. Brigadier was sold to a related party on July 1, 2025 (see “Certain Recent Developments – Sale of Brigadier” and Note 16.
Every Marygold app user receives a free debit Mastercard ® issued by its partner bank, Community Federal Savings Bank upon completion of a secure onboarding process. Along with the PayAnyone ® feature, the Marygold app also allows users to “Tap & Pay” anywhere Mastercard ® is welcome nationwide as well as for use with online shopping.
This feature is called PayAnyone ® . Every Marygold US app user received a free debit Mastercard ® issued by a partner bank upon completion of a secure onboarding process.
Expectations are that the introduction of the Marygold Fintech app to their clientele will accelerate growth and further differentiate them from competitors who can offer no such mobile app. Trademark Marygold UK has begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the Marygold Fintech app.
Trademark Marygold UK has begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the Marygold Fintech app. Available Information We maintain a website at www.themarygoldcompanies.com .
Marygold completed its development phase and the launch of its mobile Fintech app in June 2023.
Marygold and together with Marygold Advisors, are hereinafter referred to as, “Marygold US.” Marygold US completed its development phase and the launch of its mobile Fintech app in June 2023. Marketing of the app to consumers commenced later that year and ceased its marketing efforts in January 2025.
Food Products - Gourmet Foods In 2015, we acquired Gourmet Foods, Ltd., a registered New Zealand company. Gourmet Foods manufactures and sells wholesale bakery products, meat pies and patisserie cakes and slices in New Zealand.
Food Products - Gourmet Foods In 2015, we acquired Gourmet Foods, Ltd., a registered New Zealand company. Gourmet Foods is a commercial-scale bakery producing meat pies, sausage rolls and patisserie cakes from leased manufacturing facilities located in Tauranga, New Zealand. These products are sold through distribution channels throughout New Zealand under the brand names Ponsonby Pies and Pats Pantry.
Operations of Marygold UK are included in these consolidated financial statements beginning on the respective dates of acquisition. As of June 30, 2024, Marygold UK had $78 million in AUM. Marygold UK earns revenues in the form of advisory fees that are based on a percentage of the AUM.
The Marygold UK app currently is only available in the UK. Marygold & Co. Limited and Step-By-Step, together with Marygold UK are hereinafter collectively referred to as “Marygold UK”. Operations of Marygold UK are included in our consolidated financial statements beginning on the respective dates of acquisition. As of June 30 2025, Marygold UK had a total of nine employees.
The underlying code compiled in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold. Employees Marygold employs nine full time staff members, a varying number of independent contractors, and also subcontracts for a variety of services, both in the U.S. and internationally.
The underlying code compiled in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold US. The duration of the trademark registration is open ended until abandoned by Marygold US. Trade secrets are generally protected by non-disclosure agreements. Employees As of June 30, 2025, Marygold US had no full-time employees.
Removed
Gourmet Foods manufactures wholesale bakery products, meat pies, patisserie cakes and slices on a commercial scale under brand names Ponsonby Pies and Pats Pantry and distributes substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand.
Added
ITEM 1. BUSINESS The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies”) is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below: ● U.S.
Removed
Its experience as the provider of choice for many large notable sites shows a commitment to design, service and support. Brigadier specializes and is certified to offer several major manufacturers’ products, including: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. Brigadier is an authorized SecurTek dealer.
Added
This business was sold in July 2025 as further described below in the Certain Recent Developments – Sale of Brigadier, and in Note 16. Subsequent Events to the audited consolidated financial statements included in this Form 10-K. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● U.S. and U.K.
Removed
Competition Brigadier competes with several larger, better financed companies that offer similar products and services in Saskatchewan and Canada generally as well as globally. In addition, Brigadier may face increasing competition as disruptive technologies enter the market.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUnder the NYSE American rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that: ● a majority of the Company’s Board of Directors consist of independent directors; ● the Company has an audit committee that is comprised of a minimum of three (3) independent directors with a written charter addressing the committee’s purpose and responsibilities; ● the Company has a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; ● the Company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
Biggest changeUnder the NYSE American rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that: ● a majority of a listed company’s board of directors consist of independent directors; ● board of directors’ nominations must be selected by either a nominating committee comprised of independent directors or by a majority of independent directors and that a listed company adopt a written charter or board resolutions addressing the nomination process; ● the compensation of a listed company’s chief executive officer and other executive officers be determined, or recommended to the board for determination, either by a compensation committee that is composed entirely of independent directors or by a majority of the independent directors on its board with a written charter addressing the committee’s purpose and responsibilities.
Major capital allocation decisions and investment decisions are made by Chief Executive Officer and Chairman of the Board of Directors, Nicholas Gerber, with consultation from key personnel, from our management team and the executive management teams from our subsidiaries.
Major capital allocation decisions and investment decisions are made by Chief Executive Officer and Chairman of the Board of Directors, Nicholas Gerber, with consultation from key personnel, our board, from our management team and the executive management teams from our subsidiaries.
We may not accurately predict revenue streams while we consume capital resources in acquiring new business opportunities or financings and capital market transactions or maintaining current capital investments which could materially and adversely impact our ability to meet operating expenses and capital requirements. We are a holding company with a business focus on investment management and financial technology industries.
We may not accurately predict revenue streams while we consume capital resources in acquiring new business opportunities or financings and capital market transactions or maintaining current capital investments which could materially and adversely impact our ability to meet operating expenses and capital requirements. We are a holding company with a business focus on the investment management and financial technology industries.
Selling products for human consumption involves inherent legal and other risks, including product contamination, spoilage, product tampering, allergens, or other adulteration. We could in the future be required to recall products due to suspected or confirmed product contamination, adulteration, product mislabeling or misbranding, tampering, undeclared allergens, or other deficiencies.
Selling products for human consumption or use involves inherent legal and other risks, including product contamination, spoilage, product tampering, allergens, or other adulteration. We could in the future be required to recall products due to suspected or confirmed product contamination, adulteration, product mislabeling or misbranding, tampering, undeclared allergens, or other deficiencies.
Gerber share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of Common Stock beneficially owned or controlled by Mr. Gerber. Mr. Scott Schoenberger is a member of the Board of Directors of the Company. Mr.
Gerber share power to vote or to direct the voting of the shares and share power to dispose or to direct the disposition of Common Stock beneficially owned or controlled by Mr. Gerber. Mr. Scott Schoenberger is a member of the Board of Directors of the Company. Mr.
Our inability to attract and retain qualified personnel to operate our business subsidiaries could negatively impact our operating results and our overall financial condition that is important to our success and future growth. 12 Table of Contents Abnormally wide bid/ask spreads and market disruptions that halt or disrupt trading or create extreme volatility could undermine investor confidence in the ETP investment structure and limit investor acceptance of ETPs.
Our inability to attract and retain qualified personnel to operate our business subsidiaries could negatively impact our operating results and our overall financial condition that is important to our success and future growth. 14 Table of Contents Abnormally wide bid/ask spreads and market disruptions that halt or disrupt trading or create extreme volatility could undermine investor confidence in the ETP investment structure and limit investor acceptance of ETPs.
Any of these factors or the expiration, termination, or invalidity of one or more of our patents may have a material adverse effect on our business. 16 Table of Contents Risks Related to Ownership of Our Shares Our stock price may change significantly, and you may not be able to sell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
Any of these factors or the expiration, termination, or invalidity of one or more of our patents may have a material adverse effect on our business. 18 Table of Contents Risks Related to Ownership of Our Shares Our stock price may change significantly, and you may not be able to sell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. 14 Table of Contents The Company may elect in the future to use certain of these controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as the Company is a controlled company.
These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. 16 Table of Contents The Company may elect in the future to use certain of these controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as the Company is a controlled company.
Trading involves risks including the potential lack of an active market for fund shares, abnormally wide bid/ask spreads (the difference between the prices at which shares of an ETP can be bought and sold) that can exist for a variety of reasons and losses from trading.
Trading involves risks including the potential lack of an active market for fund shares, abnormally wide bid/ask spreads (the difference between the prices at which shares of an ETF can be bought and sold) that can exist for a variety of reasons and losses from trading.
We are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned or controlled by Messrs. Gerber and Schoenberger.
We are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide because more than 50% of the combined voting power of all of our voting stock is beneficially owned or controlled by Messrs. Gerber and Schoenberger.
In addition, our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire and our ability to address those risks. 15 Table of Contents We could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.
In addition, our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire and our ability to address those risks. 17 Table of Contents We could consume resources in researching acquisitions and dispositions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.
The market price of our shares of common stock could be subject to wide fluctuations in response to many risk factors and many beyond our control, including: ● results of operations that vary from the expectations of securities analysts and investors ● changes in expectations as to our or our industries’ future financial performance, including financial estimates and investment recommendations by securities analysts and investors, and ● the publication of new or updated research reports by securities analysts; ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; ● changes in our senior management or other key personnel; ● results and timing of our product development, including related to our Fintech app; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● litigation or regulatory action regarding our products or services, including litigation related to our investment advisory services and ETFs; ● disputes or other developments related to our proprietary rights, including patents, litigation matters, and our ability to obtain, maintain, defend or enforce proprietary rights relating to our products or technologies; ● sales of our shares by us, our insiders, or other stockholders; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rates; ● in the event our cash flows are insufficient to fund our operations, our ability to raise additional financing, including in connection with the development of our Fintech product or the acquisition of additional businesses; ● changes in general economic or market conditions or trends in our industries or markets; future issuances or sales or purchases of our common stock or other securities.
The market price of our shares of common stock could be subject to wide fluctuations in response to many risk factors and many beyond our control, including: ● results of operations that vary from the expectations of securities analysts and investors ● changes in expectations as to our or our industries future financial performance, including financial estimates and investment recommendations by securities analysts and investors, and ● the publication of new or updated research reports by securities analysts; ● the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; ● changes in our senior management or other key personnel; ● results and timing of our product development, including related to our Fintech app; ● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; ● litigation or regulatory action regarding our products or services, including litigation related to our investment advisory services and ETFs; ● disputes or other developments related to our proprietary rights, including patents, litigation matters, and our ability to obtain, maintain, defend or enforce proprietary rights relating to our products or technologies; ● sales of our shares by us, our insiders, or other stockholders, including sales of our shares from time to time pursuant to our Equity Distribution Agreement with Maxim; ● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rates; ● in the event our cash flows are insufficient to fund our operations, our ability to raise additional financing, including in connection with the development of our Fintech product or the acquisition of additional businesses; ● changes in general economic or market conditions or trends in our industries or markets; future issuances or sales or purchases of our common stock or other securities.
The executive management teams that lead the Company and our subsidiaries are also highly experienced and possess extensive skills in their industry. If Mr. Gerber were to become unavailable, there could be a material adverse impact on our operations. However, the Company’s Board of Directors have the power and authority to fill a vacancy left by Mr. Gerber.
The executive management teams that lead the Company and our subsidiaries are also highly experienced and possess extensive skills in their respective industries. If Mr. Gerber were to become unavailable, there could be a material adverse impact on our operations. However, the Company’s Board of Directors have the power and authority to fill a vacancy left by Mr. Gerber.
These risks can be exacerbated during periods when there is low demand for an ETP, when the markets in the underlying investments are closed, when markets conditions are extremely volatile or when trading is disrupted.
These risks can be exacerbated during periods when there is low demand for an ETF, when the markets in the underlying investments are closed, when markets conditions are extremely volatile or when trading is disrupted.
This could result in limited growth or a reduction in the overall ETP market and result in our revenue not growing as rapidly as it has in the recent past or even in a reduction of revenue.
This could result in limited growth or a reduction in the overall ETF market and result in our revenue not growing as rapidly as it has in the recent past or even in a reduction of revenue.
Our business may be impacted by political events, war, terrorism, public health issues, natural disasters and other circumstances that are not within our control.
Our business may be impacted by political events, new tariffs, war, terrorism, public health issues, natural disasters and other circumstances that are not within our control.
Moreover, even if a product liability or fraud claim is unsuccessful, has no merit, or is not pursued to conclusion, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our product sales, financial condition, and operating results. 13 Table of Contents In the past, we have expanded our business internationally.
Moreover, even if a product liability or fraud claim is unsuccessful, has no merit, or is not pursued to conclusion, the negative publicity surrounding assertions against our products or processes could materially and adversely affect our product sales, financial condition, and operating results. In the past, we have expanded our business internationally.
We have in the past, and intend in the future, to acquire businesses that involve unknown risks, some of which will be particular to the industry in which the investment or acquisition targets operate, including risks in industries with which we are not familiar or experienced.
We have in the past, and may in the future, acquire businesses that involve unknown risks, some of which may be particular to the industry in which the investment or acquisition targets operate, including risks in industries with which we are not familiar or experienced.
The Company’s CEO, through the Gerber Trust, controls a significant percentage of our common stock, and may exert significant control over matters subject to stockholder approval as well as heightened voting power at the board level, preventing other stockholders and new investors from influencing significant corporate decisions. Mr. Nicholas D.
The Company’s CEO, through family trusts, controls a significant percentage of our common stock, and may exert significant control over matters subject to stockholder approval as well as heightened voting power at the board level, preventing other stockholders and new investors from influencing significant corporate decisions. Mr. Nicholas D.
Such events could decrease demand for our products, make it difficult or impossible for us to make and deliver products or services to our customers, or to receive products from our suppliers, and create delays and inefficiencies in our supply chain.
Such events could decrease demand for our products, make our products more expensive for our customers or more expensive to produce, make it difficult or impossible for us to make and deliver products or services to our customers, or to receive products from our suppliers, and create delays and inefficiencies in our supply chain.
War, terrorism, geopolitical uncertainties, public health issues, and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, and manufacturing vendors.
War, terrorism, geopolitical uncertainties, imposition of tariffs on our suppliers or our products, public health issues, and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, and manufacturing vendors.
Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations. If any of the events or circumstances described in the following risks occur, our business, financial condition and results of operations could suffer and the trading price of our shares of common stock could decline.
Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations. If any of the events or circumstances described in the following risks or elsewhere in this Form 10-K occur, our business, financial condition and results of operations could suffer and the trading price of our shares of common stock could decline.
Although we may rely on NYSE American’s controlled company exemptions in the future, we currently have a board comprised of a majority of independent directors, audit committee, nomination and governance committee and compensation committee.
Although we may rely on NYSE American’s controlled company exemptions in the future, we currently have a board comprised of a majority of independent directors, our audit committee, nomination and governance committee and compensation committees are comprised solely of independent directors.
Also, the exercise of options may result in additional dilution. The holders of outstanding options, warrants and convertible securities or derivatives, if any, have the opportunity to profit from a rise in the market price of our shares, if any, without assuming the risk of ownership, with a resulting dilution in the interests of other stockholders.
The holders of outstanding options, warrants and convertible securities or derivatives, if any, have the opportunity to profit from a rise in the market price of our shares, if any, without assuming the risk of ownership, with a resulting dilution in the interests of other stockholders.
Mr. Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”). Nicholas Gerber and Melinda Gerber serve as trustees of the Gerber Trust. As such, the Gerber Trust and Mr.
Mr. Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”), of which Nicholas Gerber and Melinda Gerber are the trustees. As such, the Gerber Trust and Mr.
In addition, pursuant to the Company’s Bylaws, Directors have voting power equivalent to their percentage of total share ownership, multiplied by the number of directors then on the Board of Directors, rounded to the nearest whole number, with no Director holding less than one vote. As a result of Mr. Gerber’s ownership of Company shares, Mr.
In addition, pursuant to the Company’s Bylaws, Directors have voting power equivalent to their percentage of total share ownership, multiplied by the number of directors then on the Board of Directors, rounded to the nearest whole number, with no director holding less than one vote. As a result of Messrs. Gerber and Schoenberger’s ownership of Company shares, Messrs.
Gerber has a relatively higher number of votes relative to other directors, in proportion to Mr. Gerber’s ownership interest in the Company. General Business Risks Our business and financial performance may be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on our business and results from operations.
Gerber and Schoenberger have a relatively higher number of votes relative to other directors, in proportion to their ownership interests in the Company. General Business Risks Our business and financial performance may be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on our business and results from operations.
Shares of our Common Stock held by Schoenberger Trust total 4,697,993 shares, representing 11.6% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).
Shares of our Common Stock held by Schoenberger Trust total 4,697,993 shares, representing 10.9% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline. The trading market for our shares will depend on the research and reports that securities or industry analysts publish about us or our business.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline. The trading market for our shares depends, in part, on the research and reports that securities or industry analysts publish about us or our business.
ETPs trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of securities held by the particular ETP.
ETFs trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of securities held by the particular ETF.
For the years ended June 30, 2024 and 2023, 58% and 60% of our revenues, respectively, were derived from USCF Investments operations, which consists of the management of ETPs and ETFs by USCF and USCF Advisers.
For the years ended June 30, 2025 and 2024, 57% and 58% of our revenues, respectively, were derived from USCF Investments operations, which consists of the management of ETFs by USCF and USCF Advisers.
Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of 18,418,766 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately 45.6% of our total issued and outstanding Common Stock (giving effect to the conversion of all Series B Preferred Stock) .
Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of 18,690,773 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately 43.4% of our total issued and outstanding Common Stock (giving effect to the conversion of all shares of our Series B Preferred Stock) .
We incur substantial costs to operate as a public reporting company. We incur substantial legal, financial, accounting and other costs and expenses to operate as a public reporting company. We believe that these costs are a disproportionately larger percentage of our revenues than they are for many larger companies.
We incur substantial costs to operate as a public reporting company as required by the Securities Exchange Commission. We incur substantial legal, financial, accounting and other costs and expenses to operate as a public reporting company. We believe that these costs are a disproportionately larger percentage of our revenues than they are for larger companies.
We are a holding company in the business of owning diverse and profitable businesses. Our business model also encompasses researching and investigating new acquisitions and business opportunities to support the growth of our Company.
We are a holding company in the business of owning and operating profitable businesses. Our business model also encompasses researching and investigating new acquisitions and business opportunities which may include disposal of subsidiaries to support the growth of our Company.
ITEM 1A. RISK FACTORS Our business operations, financial condition, results of operations, and stock price may be affected by a number of factors.
ITEM 1A. RISK FACTORS Investing in our shares involves a high degree of risk and dilution. Our business operations, financial condition, results of operations, and stock price may be affected by a number of factors.
If our policies and procedures do not adequately protect us from exposure and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our financial condition and could cause a reduction in our revenues as investors in our products shift their investments to the products of our competitors.
If our policies and procedures do not adequately protect us from exposure and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our financial condition and could cause a reduction in our revenues as investors in our products shift their investments to the products of our competitors. 15 Table of Contents We rely on trademarks, trade secrets, and other forms of intellectual property protections, which may not be adequate to protect us from misappropriation or infringement of our intellectual property.
Our subsidiaries may be limited by law and by contract from making distributions to us. As a holding company, our assets are cash and cash equivalents, equity interests in our subsidiaries and our other investments. The principal source of our cash flow is distributions from our subsidiaries.
We are a holding company, and our only material assets are our cash in hand, equity and other interests in our operating subsidiaries, and our other investments. As a result, our principal sources of cash flow are distributions from our subsidiaries. Our subsidiaries may be limited by law and by contract from making distributions to us.
We have paid no cash dividends on our capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business.
Because we have not and do not intend to pay cash dividends, our stockholders receive no current income from holding our stock. We have paid no cash dividends on our capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business.
In addition, the rules and regulations of the SEC impose significant requirements on public companies, including ongoing disclosure obligations and mandatory corporate governance practices. Our senior management and other personnel need to devote a substantial amount of time to ensure ongoing compliance with these requirements. Our common stock is currently listed on the NYSE American exchange.
In addition, the rules and regulations of the SEC impose significant requirements on public reporting companies, including ongoing disclosure obligations and mandatory corporate governance practices. Our senior management and other personnel need to devote a substantial amount of time and resources to ensure ongoing compliance with SEC requirements to maintain its status as a public reporting company.
To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, including in connection with the development of our Fintech app. 11 Table of Contents We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.
To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, including in connection with the development of our Fintech app.
Our issuance of additional stock, convertible preferred stock, or convertible debt may result in dilution to the interests of shareholders and may also result in the reduction of your stock price. The sale of a substantial number of shares into the market, or even the perception that sales could occur, could depress the price of our common stock.
The sale of a substantial number of shares into the market, or even the perception that sales could occur, could depress the price of our common stock. Also, the exercise of options or other rights may result in additional dilution.
Our articles of incorporation authorize the issuance of up to 50,000,000 shares of preferred stock, of which 49,360,000 shares of Series B Preferred Stock are issued and outstanding.
Our board of directors may issue shares of preferred stock without stockholder approval. Our articles of incorporation authorize the issuance of up to 50,000,000 shares of preferred stock, of which 13,302 shares of Series B Preferred Stock are issued and outstanding.
These sales might also make it more difficult for us to conduct an equity or equity-based financing at a time and price that we deem appropriate and thus inhibit our ability to raise additional capital when it is needed. 17 Table of Contents Because we have not and do not intend to pay cash dividends, our stockholders receive no current income from holding our stock.
These sales might also make it more difficult for us to conduct an equity or equity-based financing at a time and price that we deem appropriate and thus inhibit our ability to raise additional capital when it is needed.
In addition, if one or more analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
In addition, if one or more analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. 19 Table of Contents Current stock holdings may be diluted if we make future equity issuances or if outstanding options are exercised for shares of our common stock.
Gerber and Schoenberger are entitled to 23,116,759 votes on matters submitted to our stockholders, or 57.3% of all votes on matters submitted to our stockholders for their approval.
Gerber and Schoenberger are entitled to an aggregate of 23,388,766 votes or 54.3% of all votes for the election of directors submitted to our stockholders for their approval.
We may find it more difficult to raise additional equity capital if it should be needed for our business while the options, warrants and convertible securities are outstanding. Our board of directors may issue shares of preferred stock without stockholder approval.
We may find it more difficult to raise additional equity capital if it should be needed for our business while the options, warrants and convertible securities are outstanding. Future sales, or the potential for future sales, of our shares, including pursuant to our Equity Distribution Agreement with Maxim, could adversely affect the market price of our common stock.
Risks Related to our Business and Structure We are a holding company, and our only material assets are our cash in hand, equity and other interests in our operating subsidiaries, and our other investments. As a result, our principal sources of cash flow are distributions from our subsidiaries.
As a holding company, our assets are cash and cash equivalents, equity interests in our subsidiaries and our other investments. The principal sources of our cash flow consist of distributions, loans or other payments from our subsidiaries.
Our entry into financial technology through our Marygold subsidiary launched its fintech app in June 2023 and it is not a mature business. The financial technology industry is heavily occupied with well financed competition with extensive capital resources to fund prolific marketing campaigns of competing fintech apps.
Likewise, our Marygold UK subsidiary is in the early stages of introducing a narrower version of our Fintech app in the U.K. which is not a mature business and has no track record. The Fintech industry is heavily occupied with well financed competition with extensive capital resources to fund extensive marketing campaigns of competing Fintech apps.
If our proprietary information is divulged to third parties, including our competitors, or our intellectual property rights are otherwise misappropriated or infringed, our business could be harmed or adversely affected. Legal, Compliance and Regulatory Risks Our business is subject to extensive government regulation and oversight.
Third parties may use trademarks identical or confusingly similar to ours, or independently develop trade secrets or know-how similar or equivalent to ours. If our proprietary information is divulged to third parties, including our competitors, or our intellectual property rights are otherwise misappropriated or infringed, our business could be harmed or adversely affected.
We rely on trademarks, trade secrets, and other forms of intellectual property protections, which may not be adequate to protect us from misappropriation or infringement of our intellectual property. We rely on a combination of trademark, trade secret and other intellectual property laws in the U.S. and foreign jurisdictions in which we operate our businesses.
We rely on a combination of trademark, trade secret and other intellectual property laws in the U.S. and foreign jurisdictions in which we operate our businesses. We have applied for registration of a limited number of trademarks in the U.S. and in certain other countries, some of which have been registered or issued.
Current stock holdings may be diluted if we make future equity issuances or if outstanding options are exercised for shares of our common stock. “Dilution” refers to the reduction in the voting effect and proportionate ownership interest of a given number of shares of common stock as the total number of shares increases.
“Dilution” refers to the reduction in the voting effect and proportionate ownership interest of a given number of shares of common stock as the total number of shares increases. Our issuance of additional stock, convertible preferred stock, or convertible debt may result in dilution to the interests of shareholders and may also result in the reduction of your stock price.
Under the NYSE American’s continuing listing requirements, in the event our shares of common stock sell for a low price for a substantial period of time and we fail to effect a reverse stock split within a reasonable time after being notified of such potential action by the exchange, we may be subject to delisting from the exchange.
For example, in the event our shares of common stock trade at a low price and for a substantial period of time determined by NYSE American, the Company may be notified to take certain action to regain compliance with such listing requirement, which may include effecting a reverse stock split within a reasonable time or face the possibility of having its stock delisted by NYSE American.
We have applied for registration of a limited number of trademarks in the U.S. and in certain other countries, some of which have been registered or issued. We cannot guarantee that our applications will be approved by the applicable governmental authorities, or that third parties will not seek to oppose or otherwise challenge our registrations or applications.
We cannot guarantee that our applications will be approved by the applicable governmental authorities, or that third parties will not seek to oppose or otherwise challenge our registrations or applications. We also rely on unregistered proprietary rights, including common law trademark protection.
Removed
We also rely on unregistered proprietary rights, including common law trademark protection. Third parties may use trademarks identical or confusingly similar to ours, or independently develop trade secrets or know-how similar or equivalent to ours.
Added
Our financial services subsidiaries carry general corporate liability, errors and omissions, and cybersecurity risk insurance in the event of litigation actions. Risks Related to our Business and Structure We have incurred net losses during fiscal 2025 and 2024. We have paused further development of our Fintech app for the U.S. market.
Removed
Also, we must be current in our SEC reporting obligations. There can be no assurance that we will continue to meet all of the public company requirements to which we are subject on a timely basis, or at all, or that our compliance costs will not continue to be material. ITEM 1B. UNRESOLVED STAFF COMMENTS None
Added
We have incurred a net loss of $5.8 million in fiscal 2025 and a net loss of $4.1 million in fiscal 2024. We have working capital of approximately $12.4 million as of June 30, 2025, compared to working capital of $19.0 million as of June 30, 2024, a decrease of 35%.
Added
Since 2019 and through June 30, 2025, we have invested $19.1 million in the development of our Fintech app for the U.S. market. Due to its limited acceptance in the U.S., effective March 31, 2025, we paused further development of the Fintech app, although we are offering a scaled version of the app in the U.K.
Added
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, although there can be no assurance we will be able to do so.
Added
We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.
Added
Our financial condition and results of operations could suffer if there is an impairment of goodwill or intangible assets.
Added
We are required to test intangible assets with indefinite lives, including goodwill, annually or, in certain instances, more frequently, and may be required to record impairment charges, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred.
Added
Our goodwill impairment analysis is sensitive to changes in key assumptions used in our analysis. If the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future. We cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets.
Added
However, any such impairment would have an adverse effect on our results of operations. As of June 30, 2025, the total recorded value of our goodwill and intangible assets was $3.5 million.
Added
During fiscal year 2024, we recorded an impairment loss of $1.4 million related to goodwill and other intangible assets in our beauty products business segment which had been suffering from increased losses resulting from pandemic-related changes in its distribution channels and increased costs.
Added
The impairment loss of $1.4 million included goodwill of $0.4 million and indefinite and finite lived intangible assets totaling $1.0 million relating to brand name, formulas and customer relations. We determined the fair value of the reporting unit using multiple methods including discounted cash flows and pricing of comparable companies.
Added
We may face double taxation on certain income earned by our non-U.S. subsidiaries.
Added
Under the Internal Revenue Code of 1986, as amended (“Code”), provisions governing the taxation of income earned by “controlled foreign corporations,” most or all of the income earned by our non-U.S. subsidiaries will be subject to U.S. federal income tax in the year earned, even if not distributed to Marygold and even if fully taxed in the foreign countries in which those subsidiaries are organized or operate.
Added
Although the Code provides for foreign tax credit relief with respect to the foreign income taxes imposed on such income, that relief is limited in several respects that could have the effect of subjecting the same income to both U.S. and foreign income taxation. Legal, Compliance and Regulatory Risks Our business is subject to extensive government regulation and oversight.
Added
We are subject to the rules and regulation of the NYSE American stock exchange and are required to comply with certain continued exchange listing standards and requirements or be subject to delisting. Our common stock is currently listed on and subject to the rules and regulations of, the NYSE American, LLC stock exchange (“NYSE American”).
Added
As a result, the Company is required to comply with certain continuing listing standards to continue to trade its stock on the NYSE American.
Added
Also, we must be current in our SEC reporting obligations. If the Company fails to meet one or a combination of such continued listing standards, the NYSE American may seek to delist the Company’s shares.
Added
Action taken by the NYSE American to delist our stock may adversely impact the trading price and trading volume of our shares and adversely affect the Company’s ability raise additional equity or equity linked financing. There can be no assurance we will continue to meet all of the NYSE American’s continued listing requirements.
Added
There can be no assurance that the Company will continue to have sufficient resources in the future to maintain its public company status. As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Public Company Accounting Oversight Board (“PCAOB”) regarding our internal control over financial reporting.
Added
If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner. Investor confidence in the price of our stock may be adversely affected if we are unable to comply with such rules and regulations.
Added
As a public reporting company under the Securities Exchange Act, we are subject to the rules and regulations established from time to time by the SEC and the PCAOB. These rules and regulations require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting.
Added
In addition, as a public company we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) so that our management can certify as to the effectiveness of our internal control over financial reporting, which requires us to document and test our internal control over financial reporting.
Added
Our Chief Executive Officer and Chief Accounting Officer (“certifying officers”) are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e) and Rule 15d-15(e)).
Added
Our certifying officers designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under their supervision, to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and is made known to management (including the certifying officers) by others within the company, including our subsidiaries.
Added
We regularly evaluate the effectiveness of our disclosure controls and procedures and report our conclusions about the effectiveness of the disclosure controls quarterly in our Quarterly Reports on Form 10-Q and annually in our Annual Reports on Form 10-K.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis plan allows each business unit to tailor solutions to identify, manage, and mitigate risks based on their own assessment of their unique cybersecurity risks in conjunction with each business unit’s overall risk management process. While this plan helps enable consistent and appropriate compliance in reporting material cyber events and risks across the Company.
Biggest changeThis plan allows each business unit to tailor solutions to identify, manage, and mitigate risks based on their own assessment of their unique cybersecurity risks in conjunction with each business unit’s overall risk management process. Having each business unit implement its own plan helps enable appropriate compliance in reporting material cyber events and risks across the Company.
For the fiscal year ending June 30, 2024, the Company had no cyber events requiring disclosure on Form 8-K, Item 1.05 as required under the Securities Exchange Act, Regulation S-K, Item 106.
For the fiscal year ending June 30, 2025, the Company had no cyber events requiring disclosure on Form 8-K, Item 1.05 as required under the Securities Exchange Act, Regulation S-K, Item 106.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed1 unchanged
Biggest changeMarygold & Co. rents office space in Centennial, Colorado. Marygold UK rents office space in Croydon and Rugeley, England. We believe that the facilities described herein are adequate for our current and immediately foreseeable operating needs.
Biggest changeWe believe that the facilities described herein are adequate for our current and immediately foreseeable operating needs.
Facilities Administrative offices are co-located in the facility leased by Original Sprout, whose mailing address is 120 Calle Iglesia, San Clemente, California 92672. Brigadier owns its land and buildings in Saskatoon and rents facilities in Regina, Canada. Gourmet Foods rents facilities in Tauranga and in Napier, New Zealand. USCF Investments leases office space in Walnut Creek, California.
Facilities The Company’s administrative offices are located in the facility leased by Original Sprout, whose mailing address is 120 Calle Iglesia, San Clemente, California 92672. Brigadier owns its land and buildings in Saskatoon and rents facilities in Regina, Canada. Gourmet Foods rents facilities in Tauranga and in Napier, New Zealand. USCF Investments leases office space in Walnut Creek, California.
Added
Marygold US shares office space with USCF Investments in Walnut Creek, California. Marygold UK rents office space in London and Staffordshire, England. 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 in this Form 10-K).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−0 removed4 unchanged
Biggest changeOur strategy on dividends is to declare and pay dividends only from retained earnings and only when our board of directors deems it prudent and in the best interests of the Company to declare and pay dividends. 19 Table of Contents Recent Sales of Unregistered Securities; Shares Issued for Services; Outstanding Stock Options We did not issue or sell any unregistered shares of any class of stock during the year ended June 30, 2024.
Biggest changeOur strategy on dividends is to declare and pay dividends only from retained earnings and only when our board of directors deems it prudent and in the best interests of the Company to declare and pay dividends. 22 Table of Contents Recent Sales of Unregistered Securities; Shares Issued for Services; Outstanding Stock Options On February 17, 2025, the Schoenberger Family Trust converted 36,058 shares of Series B Preferred Stock into 721,160 shares of restricted shares of our common stock.
In addition, we have an aggregate of 49,360 shares of Series B Preferred Stock held by two persons that entitle such holders to convert each share of Series B Preferred Stock into 20 shares of common stock and to vote such shares on an “as if converted” basis.
In addition, we have an aggregate of 13,302 shares of Series B Preferred Stock held by two persons that entitle such holders to convert each share of Series B Preferred Stock into 20 shares of common stock and to vote such shares on an “as if converted” basis.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market for our Shares Our common trades on the New York Stock Exchange-American (“NYSE American”) under the symbol “MGLD.” Holders On September 5, 2024, there were approximately 364 registered holders of record of our shares of common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market for our Shares Our common trades on the NYSE American, LLC, stock exchange (“NYSE American”) under the symbol “MGLD.” Holders On September 11, 2025, there were 360 holders of record of our shares of common stock.
Added
No other unregistered shares of any class of stock were issued during the year ended June 30, 2025. ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

28 edited+54 added−7 removed21 unchanged
Biggest changeNet loss of $4.1 million generated in fiscal 2024 compared to net income of $1.2 million in fiscal 2023 was driven by the increased costs associated with the investment in our mobile Fintech app, the increased losses including the impairment charge relating to our beauty products unit and the decreased profits from our fund management business due to lower AUM. 22 Table of Contents SEGMENT RESULTS OF OPERATIONS (in thousands, except percentages) Fiscal 2024 Fiscal 2023 Percentage Change Revenue Fund management - related party $ 18,965 $ 20,862 -9% Food products 7,271 7,632 -5% Beauty products 3,296 3,033 9% Security systems 2,655 2,833 -6% Financial services 649 517 26% Total revenue $ 32,836 $ 34,877 -6% Operating (Loss) Income Fund management - related party $ 4,773 $ 7,462 -36% Food products 321 283 13% Beauty products (2,138 ) (285 ) 650% Security systems 325 599 -46% Financial services (5,943 ) (3,367 ) 77% Corporate headquarters (3,594 ) (3,272 ) 10% Total operating (loss) income $ (6,256 ) $ 1,420 -541% Reportable Segments Fiscal Year 2024 Compared with Fiscal Year 2023 Fund Management - USCF Investments Revenue decreased by $1.9 million or 9% driven by reduced average Assets Under Management (“AUM”) in our fund management business.
Biggest changeThe 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. 25 Table of Contents SEGMENT RESULTS OF OPERATIONS (in thousands, except percentages) Fiscal 2025 Fiscal 2024 Percentage Change Revenue Fund management - related party $ 17,135 $ 18,965 -10 % Food products 6,720 7,271 -8 % Beauty products 2,974 3,296 -10 % Security systems 2,471 2,655 -7 % Financial services 854 649 32 % Total revenue $ 30,154 $ 32,836 -8 % Operating Income (Loss) Fund management - related party $ 3,274 $ 4,773 -31 % Food products 145 321 -55 % Beauty products (395 ) (2,138 ) -82 % Security systems 250 325 -23 % Financial services (5,621 ) (5,943 ) -5 % Corporate headquarters (4,343 ) (3,594 ) 21 % Total operating loss $ (6,690 ) $ (6,256 ) 7 % Reportable Segments Fiscal Year 2025 Compared with Fiscal Year 2024 U.S.
Business Combinations - Valuation of Intangible Assets We are a diversified holding company whose activities involve the acquisition of operating companies through stock purchase or asset purchase transactions. We account for business combinations using the acquisition method of accounting.
Business Combinations - Valuation of Intangible Assets We are a holding company whose activities involve the acquisition of operating companies through stock purchase or asset purchase transactions. We account for business combinations using the acquisition method of accounting.
Off-Balance Sheet Arrangements At June 30, 2024, and through the date of this Annual Report on Form 10-K, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have: ● An obligation under a guarantee contract, ● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets, ● An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
Off-Balance Sheet Arrangements At June 30, 2025, and through September 19, 2025, the filing date of this Annual Report on Form 10-K, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have: ● An obligation under a guarantee contract, ● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets, ● An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.
Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.
Accounting literature also provides guidance on derecognition of income tax assets and liabilities, classification of deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required to assess the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.
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.
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.
Cash is managed at the holding company and the subsidiary level. There are no limitations or constraints on the movement of funds between the entities. As of June 30, 2024, we had $5.5 million of cash and cash equivalents on a consolidated basis as compared to $8.2 million as of June 30, 2023, a decrease of $2.7 million or 33%.
Cash is managed at the holding company and the subsidiary level. There are no limitations or constraints on the movement of funds between the entities. As of June 30, 2025, we had $5.0 million of cash and cash equivalents on a consolidated basis as compared to $5.5 million as of June 30, 2024, a decrease of $0.5 million or 8%.
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” found on page 4 of this Form 10-K. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Our significant policies are summarized in Note 2 to the Consolidated Financial Statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“US GAAP” or “GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“US GAAP” or “GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities.
Beauty Products – Original Sprout Revenue increased by $0.3 million or 9% and operating loss increased by $1.9 million or 650% driven by 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.
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.
The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. ● 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 is principal manufacturing facility in Napier, New Zealand. ● Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● Financial Services – United States and Great Britain: ○ Marygold & Co., a Delaware corporation, based in Denver, Colorado, and its wholly-owned subsidiary, Marygold & Co.
The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California. ● 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 is principal manufacturing facility in Napier, New Zealand. ● Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada.
Investments USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date.
USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date.
The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows: ● Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly-owned subsidiaries: ○ United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and ○ USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”).
Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries, which provide fund management services to exchange traded fund and exchange traded products (“ETFs”): ○ United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and ○ USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”).
Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements. 21 Table of Contents SUMMARY RESULTS OF OPERATIONS (in thousands, except percentages) Fiscal 2024 Fiscal 2023 Percentage Change Revenue $ 32,836 $ 34,877 -6% Cost of revenue 8,720 8,751 0% Gross profit 24,116 26,126 -8% Operating expenses 30,372 24,706 23% (Loss) income from operations (6,256 ) 1,420 -541% Other income, net 808 174 364% (Loss) income before income taxes (5,448 ) 1,594 -442% Benefit (provision) of income taxes 1,379 (429 ) -421% Net (loss) income $ (4,069 ) $ 1,165 -449% Fiscal Year 2024 Compared with Fiscal Year 2023 Revenue decreased by $2.0 million or 6% for fiscal 2024 driven by reduced average Assets Under Management (“AUM”) in our fund management business.
Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements. 24 Table of Contents SUMMARY RESULTS OF OPERATIONS (in thousands, except percentages) Fiscal 2025 Fiscal 2024 Percentage Change Revenue $ 30,154 $ 32,836 -8 % Cost of revenue 8,282 8,720 -5 % Gross profit 21,872 24,116 -9 % Operating expenses 28,562 30,372 -6 % Loss from operations (6,690 ) (6,256 ) 7 % Other (expense) income, net (692 ) 808 -186 % Loss before income taxes (7,382 ) (5,448 ) 35 % Benefit from income taxes 1,562 1,379 13 % Net loss $ (5,820 ) $ (4,069 ) 43 % Fiscal Year 2025 Compared with Fiscal Year 2024 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.
Gross profit decreased by $2.0 million or 8% for the reasons described above for the reduced revenue as cost of revenue was relatively flat from fiscal 2024 at $8.7 million compared to fiscal 2023 at $8.8 million. Operating expenses increased by $5.7 million or 23% as a result of the following.
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.
Corporate Headquarters Operating loss for the corporate headquarters increased by $0.3 million or 10% driven by higher stock-based compensation expenses as we began granting equity awards in fiscal 2023 and increased the grants in fiscal 2024. Liquidity and Capital Resources The Marygold Companies is a holding company that conducts its individual business operations through its subsidiaries.
Corporate Headquarters 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. Liquidity and Capital Resources The Marygold Companies is a holding company that conducts its individual business operations through its subsidiaries.
Operating income decreased by $2.7 million or 36% driven by the decrease in average AUM as described above and increased fund operations expenses of $0.8 million or 17% as a result of increased licenses and fees as well as fund accounting and administration costs due to an increase in the number of funds managed.
Operating income decreased by $1.5 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 lower license fees, and variable fund accounting and administration costs due to lower AUM for funds overall.
Average AUM for fiscal 2024 was $3.3 billion compared to $3.7 billion for fiscal 2023. The reduction in AUM in fiscal 2024 was due to commodity price fluctuations, rising interest rate environment as well as geopolitical and economic uncertainty.
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.
Our cash used in operating activities for fiscal 2024 was $1.9 million. For fiscal 2024, USCF Investments invested $3.0 million by seeding one new fund and we made additional expenditures of $5.7 million in Marygold for the mobile Fintech app. We have invested a total of $15.1 million in the Fintech app since Marygold’s inception.
Our cash used in operating activities for fiscal 2025 was $3.3 million. For fiscal 2025, we made additional expenditures of $3.3 million through Marygold US for the development of the mobile Fintech app in the United States. We have invested a total of $19.1 million in the Fintech app through Marygold US since inception.
Average AUM for fiscal 2024 was $3.3 billion compared to $3.7 billion for fiscal 2023. The reduction in AUM in fiscal 2024 was due to commodity price fluctuations, rising interest rate environment as well as geopolitical and economic uncertainty.
The decrease in average AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and economic uncertainty.
Dividends Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the Company to declare and pay dividends. We paid no dividends during fiscal 2024 and 2023.
These investment positions along with other investments, as applicable, are described further in Note 5 to our Consolidated Financial Statements. Dividends Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the Company to declare and pay dividends.
Based on our current operating plan which includes continued significant investments in the mobile Fintech app, we intend to raise additional capital through one or more debt and/or equity financing to meet our operating and cash needs. There can be no assurance we will be able to raise additional financing or obtain terms that are acceptable to us.
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.
The obligations will reduce over the passage of time through periodic lease payments. See Note 14 to our Financial Statements for further analysis of this obligation. 24 Table of Contents Borrowings As of June 30, 2024, we had $0.4 million of third-party indebtedness on a consolidated basis.
Lease Liability The Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.0 million as of June 30, 2025. The obligations will reduce over the passage of time through periodic lease payments. See Note 14 to our Financial Statements for further analysis of this obligation.
Food Products - Gourmet Foods Revenue decreased by $0.4 million or 5% and operating income increased slightly driven by changing our product mix and refocusing production capacity to higher profit margin customers.
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.
Advisory Services, LLC, a Delaware limited liability company, whose principal business office is in New Albany, Ohio; ○ Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly-owned subsidiaries: ■ Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and ■ Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. 20 Table of Contents Critical Accounting Policies We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner.
Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are located in Walnut Creek, California; ○ Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries: ■ Marygold & Co.
Income tax went from a provision of $0.4 million in fiscal 2023 to a tax benefit of $1.4 million in fiscal 2024 as a result of generating pre-tax income in the prior year to incurring a pre-tax loss in the current year.
Benefit from income taxes increased by $0.2 million or 13% from fiscal 2024 to fiscal 2025 as a result of the increased loss before income taxes as 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.
Security Systems - Brigadier Revenue decreased by $0.2 million or 6% and operating income decreased by $0.3 million or 46% driven by market timing and weather patterns. 23 Table of Contents Financial Services – Marygold US and Marygold UK Revenue increased by $0.1 million or 26% driven by increased revenues at Tiger and the incremental revenue from Step-By-Step which was acquired in April 2024.
Security Systems - Brigadier 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.
During fiscal 2024, we made a deposit of $1.8 million in connection with the potential acquisition of a 9.9% equity interest in a domestic financial institution that is currently seeking certain regulatory approval. Despite these cash investments and expenses, our working capital position remains strong at $19.0 million as of June 30, 2024.
Despite these cash investments and expenses, our working capital position remains strong at $12.4 million as of June 30, 2025. 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.
Brigadier owed $0.3 million under a loan that was secured with the land and building in Canada. In July 2024, Brigadier repaid the loan in full. In addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system which is included under Loans - property and equipment on our consolidated balance sheets.
In July 2024, Brigadier repaid its mortgage loan of $0.3 million in full that was secured with the land and building in Canada. Investments USCF Investments, from time to time, provides initial investments in the creation of ETF funds that USCF Investments manages.
Removed
Introduction The Marygold Companies, Inc. (“The Marygold Companies” or the “Company”) conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada.
Added
Introduction The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies”) is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below: ● U.S.
Removed
General and administrative expenses, including marketing and advertising, increased by $2.4 million or 25% driven by increased costs associated with our Fintech app development including additional software and security infrastructure.
Added
This business was sold in July 2025 as further described below in the Certain Recent Developments – Sale of Brigadier, and in Note 16. Subsequent Events to the audited consolidated financial statements included in this Form 10-K. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● U.S. and U.K.
Removed
Salaries and compensation increased by $1.1 million or 11% compared to fiscal 2023 driven by increased hiring for the buildout of our mobile Fintech app. Fund operations increased by $0.8 million or 17% driven by increased costs associated with managing more funds. Other income, net increased by $0.6 million or 364% driven by unrealized gains on investments.
Added
Financial Services: ○ Marygold & Co., a Delaware corporation and its wholly owned subsidiary, Marygold & Co.
Removed
Operating loss increased by $2.6 million or 77% driven by increased costs incurred in connection with the launch, marketing and roll-out of our mobile Fintech app in June 2023.
Added
Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and ■ Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. 23 Table of Contents Certain Recent Developments See “Item 1.
Removed
We expect that Marygold will require additional capital to fund its losses over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital investment to be made as the need arises.
Added
Business – Certain Recent Developments” above. Critical Accounting Policies We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our significant policies are summarized in Note 2 to the Consolidated Financial Statements.
Removed
In the event we are unable to find additional financing at terms that are acceptable to us, we would slow down the investment in the development of our Fintech app. Lease Liability The Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.0 million as of June 30, 2024.
Added
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.
Removed
As of June 30, 2024, USCF Investments held investment positions totaling $7.5 million in four of its registered Investment Company Act funds. These investments along with other investments, as applicable, are described further in “Note 5 – Investments” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Added
Other (expense) income, net went from a $0.8 million of other income in fiscal year 2024 to a $0.7 million other expense in fiscal year 2025. The $1.5 million or 186% change was driven by the $1.2 million of interest expense incurred on the $4.4 million loan payable that we took out in September 2024.
Added
Fund Management - USCF Investments 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%.
Added
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.
Added
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.
Added
Beauty Products – Original Sprout 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.
Added
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.
Added
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.
Added
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.
Added
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). 26 Table of Contents U.S. and U.K.
Added
Financial Services – Marygold US and Marygold UK 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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
At-the-Market Securities Offering On March 7, 2025, we entered into an Equity Distribution Agreement (“EDA”) with 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.
Added
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.
Added
The 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.
Added
During the fiscal year ended June 30, 2025, we did not sell any shares pursuant to the EDA.
Added
The offer and sale, if any, of our shares of common stock under 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 became 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.
Added
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.
Added
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.
Added
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. 27 Table of Contents 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”).
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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”).
Added
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.
Added
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.

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