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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2025
The Marygold Companies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41318 | 90-1133909 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
120 Calle Iglesia
Unit B
San Clemente, CA 92672
(Address of Principal Executive Offices and Zip Code)
(949) 218-8542
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | MGLD | NYSE American LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 7, 2025, The Marygold Companies, Inc. issued a press release announcing its financial results for the three months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Earnings Press Release Dated November 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 10, 2025 | THE MARYGOLD COMPANIES, INC. | |
| By: | /s/ Nicholas D. Gerber | |
| Nicholas D. Gerber | ||
| Chief Executive Officer (Principal Executive Officer) | ||
EXHIBIT 99.1
The Marygold Companies Reports Financial Results
For First Fiscal Quarter Ended September 30, 2025
San Clemente, Calif., November 7, 2025 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a global holding firm with a focus on financial services, today reported financial results for its first fiscal quarter ended September 30, 2025.
Revenue for the three months ended September 30, 2025, amounted to $7.0 million, compared with $7.9 million for the same period last year. The Company also recorded a $0.5 million gain on the sale of Brigadier Securities Systems, a Canadian-based wholly owned subsidiary that was sold for $2.3 million in July 2025.
The Company sustained a net loss of $0.4 million, equal to $0.01 per share, for the quarter ended September 30, 2025, as compared with a net loss of $1.6 million, or $0.04 per share, for the first fiscal quarter last year. Although revenues were lower in the current quarter, the Company registered an improved overall financial performance by reducing costs in its fintech-based subsidiary and realizing better operating results in certain of its other operating subsidiaries as compared with the prior year period.
The Company’s balance sheet remains strong at the close of the fiscal 2026 first quarter. Cash and cash equivalents amounted to $4.9 million, with total assets of $28.4 million, total stockholders’ equity of $22.9 million and, notably, no debt.
David Neibert, Chief Operations Officer, said, “During the quarter, proceeds from the sale of Brigadier were applied to retire all of the Company’s remaining debt. The consolidated net loss for the fiscal 2026 first quarter reflected significant expenses in connection with the funding of Marygold & Co. (U.K.), a wholly owned subsidiary of the Company, as it continues to develop and market the Marygold mobile fintech app in the U.K. During the fourth quarter of fiscal year 2025, Marygold & Co. paused the marketing of its fintech app in the U.S., which will save the Company approximately $4 million in annualized expenses.
“Our largest subsidiary, USCF Investments, which manages 16 exchange traded products (“ETFs” and “ETPs”), again experienced market volatility during the first quarter, stemming from geopolitical uncertainty primarily related to tariffs within the energy sector. USCF was profitable for the quarter and had approximately $2.9 billion average assets under management (AUM) versus $3.1 billion in last year’s first quarter.
“The Company’s non-financial services businesses, which include a full line of specialty hair and skin care products in California, and food products and specialized printing services located in New Zealand, performed profitably for the first fiscal quarter, with a positive growth outlook for the current fiscal year,” Neibert said.
“The actions taken last year to reduce costs, eliminate debt, and the opportunistic sale of Brigadier are beginning to pay off as we focus our growth and the Company’s future on financial services, which include innovative ETFs in the U.S. and investment advisory services, coupled with a mobile fintech app, in the U.K.,” added Nicholas Gerber, Chief Executive Officer. “Our entire management team is working diligently to achieve our objective of operating profitably and adding value for all stakeholders.”
Business Units
The Company’s USCF Investments subsidiary, https://www.uscfinvestments.com/, acquired in 2016 and based in Walnut Creek, Calif., serves as manager, operator or investment adviser to 16 exchange traded products, structured as limited partnerships or investment trusts that issue shares trading on the NYSE Arca.
Gourmet Foods, https://gourmetfoodsltd.co.nz/, acquired in 2015, is a commercial-scale bakery that produces and distributes iconic meat pies and pastries throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies. Acquired by Gourmet Foods in 2020, Printstock Products Limited, https://www.printstock.co.nz, is a printer of specialized food wrappers and is located in Napier, New Zealand.
San Clemente, Calif.-based Original Sprout, www.originalsprout.com, acquired in 2017, produces a full line of hair and skin care products distributed throughout the U.S. and in many regions throughout the world.
Marygold & Co. (UK) Limited, https://marygoldandco.uk/, was established in the U.K. in 2021 and operates through two U.K.-based investment advisory business units: Marygold & Co Limited (fka/Tiger Financial and Asset Management), acquired in 2022, http://www.tfam.co.uk/, and Step-by-Step Financial Planners, acquired in 2024, https://www.sbsfp.co.uk/, that manage clients’ financial wealth across a diverse product range. They also offer individuals and businesses in the U.K. a mobile fintech app that provides a high interest rate on deposits and intuitive money management tools.
About The Marygold Companies, Inc.
The Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co., Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may” “will,” “could,” “should” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements, including, but not limited to, achieving an objective of operating profitably and adding value for all stakeholder, involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. Readers should refer to the further detail of the risks disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Company’s other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.
Media and investors, for more Information, contact:
Roger S. Pondel
PondelWilkinson Inc.
310-279-5965
rpondel@pondel.com
Contact the Company:
David Neibert, Chief Operations Officer
949-218-8542
dneibert@themarygoldcompanies.com
Financial tables follow:
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| September 30, 2025 | June 30, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 4,860 | $ | 5,005 | ||||
| Accounts receivable, net (of which $1,463 and $1,281, respectively, due from related parties) | 2,253 | 2,361 | ||||||
| Inventories | 1,911 | 2,001 | ||||||
| Prepaid income tax and tax receivable | 992 | 783 | ||||||
| Investments, at fair value | 7,604 | 7,829 | ||||||
| Other current assets | 745 | 1,067 | ||||||
| Total current assets | 18,365 | 19,046 | ||||||
| Restricted cash | 63 | 63 | ||||||
| Property and equipment, net | 461 | 1,038 | ||||||
| Operating lease right-of-use assets | 736 | 984 | ||||||
| Goodwill | 2,130 | 2,481 | ||||||
| Intangible assets, net | 903 | 1,029 | ||||||
| Deferred tax assets, net | 3,440 | 3,440 | ||||||
| Other assets | 2,339 | 2,339 | ||||||
| Total assets | $ | 28,437 | $ | 30,420 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 4,181 | $ | 3,831 | ||||
| Lease liabilities, current portion | 442 | 556 | ||||||
| Advance from buyer | - | 720 | ||||||
| Purchase consideration payable, current portion | 252 | 257 | ||||||
| Notes payable, current portion | - | 1,268 | ||||||
| Total current liabilities | 4,875 | 6,632 | ||||||
| Lease liabilities, net of current portion | 434 | 580 | ||||||
| Deferred tax liabilities, net | 221 | 221 | ||||||
| Total long-term liabilities | 655 | 801 | ||||||
| Total liabilities | 5,530 | 7,433 | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both September 30, 2025 and June 30, 2025 | - | - | ||||||
| Common stock, $0.001 par value; 900,000 shares authorized; 42,818 shares issued and outstanding at both September 30, 2025 and June 30, 2025 | 42 | 42 | ||||||
| Additional paid-in capital | 15,234 | 15,167 | ||||||
| Accumulated other comprehensive loss | (211 | ) | (420 | ) | ||||
| Retained earnings | 7,842 | 8,198 | ||||||
| Total stockholders’ equity | 22,907 | 22,987 | ||||||
| Total liabilities and stockholders’ equity | $ | 28,437 | $ | 30,420 | ||||
THE MARYGOLD COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
|
Quarters Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Fund management - related party | $ | 4,329 | $ | 4,591 | ||||
| Food products | 1,755 | 1,822 | ||||||
| Beauty products | 671 | 597 | ||||||
| Security systems | - | 690 | ||||||
| Financial services | 208 | 210 | ||||||
| Revenue | 6,963 | 7,910 | ||||||
| Cost of revenue | 1,599 | 2,128 | ||||||
| Gross profit | 5,364 | 5,782 | ||||||
| Operating expense | ||||||||
| Salaries and compensation | 2,469 | 3,147 | ||||||
| General and administrative expense | 2,055 | 2,565 | ||||||
| Fund operations | 1,525 | 1,412 | ||||||
| Marketing and advertising | 485 | 669 | ||||||
| Depreciation and amortization | 94 | 159 | ||||||
| Total operating expenses | 6,628 | 7,952 | ||||||
| Loss from operations | (1,264 | ) | (2,170 | ) | ||||
| Other income (expense): | ||||||||
| Interest and dividend income | 85 | 151 | ||||||
| Interest expense | (69 | ) | (31 | ) | ||||
| Gain on sale of Brigadier | 521 | - | ||||||
| Other income (expense), net | 218 | (19 | ) | |||||
| Total other income, net | 755 | 101 | ||||||
| Loss before income taxes | (509 | ) | (2,069 | ) | ||||
| Benefit from income taxes | 153 | 483 | ||||||
| Net loss | $ | (356 | ) | $ | (1,586 | ) | ||
| Weighted average shares of common stock | ||||||||
| Basic | 42,959 | 40,848 | ||||||
| Diluted | 42,959 | 40,848 | ||||||
| Net loss per common share | ||||||||
| Basic | $ | (0.01 | ) | $ | (0.04 | ) | ||
| Diluted | $ | (0.01 | ) | $ | (0.04 | ) | ||