# Marygold Companies, Inc.: Form 10-Q for the period ended Sep 30, 2024

- Company: [Marygold Companies, Inc.](/companies/mgld.md) (CIK 1005101)
- Form: 10-Q
- Filed: 2024-11-08
- Accepted by EDGAR: Nov 8, 2024, 16:10 ET
- Period: 2024-09-30
- Accession: 0001493152-24-044271
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1005101/000149315224044271/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1005101/000149315224044271/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $7.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-07-01 to 2024-09-30 | $2.1m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2024-07-01 to 2024-09-30 | $5.8m | us-gaap:GrossProfit |
| Operating income | 3 months, 2024-07-01 to 2024-09-30 | −$2.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-07-01 to 2024-09-30 | $31.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | −$483.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | −$1.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.04 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.04 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 40,848,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-07-01 to 2024-09-30 | −$893.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-07-01 to 2024-09-30 | $47.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-09-30 | $6.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-09-30 | $25.0m | us-gaap:AssetsCurrent |
| Total assets | at 2024-09-30 | $35.9m | us-gaap:Assets |
| Current liabilities | at 2024-09-30 | $7.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-09-30 | $10.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $25.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 25,180 characters.

The following discussion and analysis should be read in conjunction with the unaudited financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Report. See “Item 1 - Financial Statements (Unaudited).”

### Forward-Looking Statements

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Special Note Regarding Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2024.

### Overview

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”). 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 its 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. 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:
- Marygold & Co. 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.

19

### Recent Developments

Refer to “*Liquidity and Capital Resources – Recent Note Financing”* below.

### Summary Results of Operations

*(in thousands, except percentages)*

|  | Quarters Ended September 30, 2024 | 2023 | Percentage Change |
| --- | ---: | ---: | ---: |
| Revenue | $7,910 | $8,235 | -4% |
| Cost of revenue | 2,128 | 2,037 | 4% |
| Gross profit | 5,782 | 6,198 | -7% |
| Operating expenses | 7,952 | 7,234 | 10% |
| Loss from operations | (2,170) | (1,036) | 109% |
| Other income, net | 101 | 233 | -57% |
| Loss before income taxes | (2,069) | (803) | 158% |
| Benefit from income taxes | 483 | 303 | 59% |
| Net loss | $(1,586) | $(500) | 217% |

#### Quarter Ended September 30, 2024 Compared with Quarter Ended September 30, 2023

Revenue decreased by $0.3 million or 4% for the quarter ended September 30, 2024 driven by a decrease in average Assets Under Management (“AUM”) in our fund management business. Average AUM for the quarter ended September 30, 2024 was $3.1 billion compared to $3.5 billion for the quarter ended September 30, 2023. The decrease in AUM in quarter ended September 30, 2024 was due to commodity price fluctuations and the high-interest rate environment, along with geopolitical and economic uncertainty.

Gross profit decreased by $0.4 million or 7% for the reasons described above for the reduced revenue plus cost of revenue increased by $0.1 million compared to the quarter ended September 30, 2023.

Operating expenses increased by $0.7 million or 10% as a result of the following. General and administrative expenses increased by $0.3 million or 14% driven by increased costs associated with our Fintech app development including additional software and security infrastructure in the UK. Salaries and compensation increased by $0.6 million or 22% compared to the quarter ended September 30, 2023 driven by increased stock-based compensation expenses plus increased compensation at USCF. Fund operations increased by $0.1 million or 11% driven by increased costs associated with managing more funds. Partially offsetting these increased operating expenses was a decrease in marketing and advertising of $0.3 million or 31% as a result of prior year increased spending for new products at Original Sprout as well as from the Fintech app and new fund launches.

Other income, net, decreased by $0.1 million or 57% driven by a decrease in gains on investments during the quarter ended September 30, 2024 compared to prior year quarter.

Benefit from income taxes increased by $0.2 million or 59% driven by the increase in the loss before income taxes for the reasons explained above.

Net loss increased by $1.1 million or 217% and was driven by decreased profits from our fund management business due to lower average AUM and higher stock-based compensation charges.

### SEGMENT RESULTS OF OPERATIONS

*(in thousands, except percentages)*

| Revenue | Quarters Ended September 30, 2024 | 2023 | Percentage Change |
| --- | ---: | ---: | ---: |
| Fund management - related party | $4,591 | $5,049 | -9% |
| Food products | 1,822 | 1,730 | 5% |
| Beauty products | 597 | 775 | -23% |
| Security systems | 690 | 554 | 25% |
| Financial services | 210 | 127 | 65% |
| Total revenue | $7,910 | $8,235 | -4% |
| **Operating Income (Loss)** |  |  |  |
| Fund management - related party | $960 | $1,734 | -45% |
| Food products | (8) | 10 | -180% |
| Beauty products | (173) | (319) | -46% |
| Security systems | 133 | 71 | 87% |
| Financial services | (1,582) | (1,523) | 4% |
| Corporate headquarters | (1,500) | (1,009) | 49% |
| Total operating loss | $(2,170) | $(1,036) | 109% |

### Reportable Segments

#### Quarter Ended September 30, 2024 Compared with Quarter Ended September 30, 2023

### Fund Management – Related Party - USCF Investments

USCF Investments earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Average AUM for the quarter ended September 30, 2024 was $3.1 billion compared to $3.5 billion for the quarter ended September 30, 2023. As a result of lower AUM for the current quarter when compared to the quarter ended September 30, 2023, revenue decreased by $0.5 million or 9%. The decrease in AUM in the quarter ended September 30, 2024 was due to commodity price fluctuations and the high-interest rate environment, along with geopolitical and economic uncertainty.

Operating income decreased by $0.8 million or 45% driven by the decrease in average AUM as described above and increased fund operations expenses of $0.1 million or 11% as a result of increased license fees, fund accounting and administration costs connected to new fund launches as well as increases in compensation expense of $0.1 million or 15%.

### Food Products - Gourmet Foods

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital printing establishment (Printstock Products Limited) who prints specialty food wrappers. Total food products revenue increased by $0.1 million or 5% for the quarter ended September 30, 2024 as compared to 2023, which was the net result of an increase at our printing business and a decrease at our bakery business.

Operating (loss) income was nearly break-even for both quarters ended September 30, 2024 and 2023 which was driven by a non-recurring cost of goods sold adjustment coupled with a depreciation charge taken for our solar electricity system and partially offset by increased profits from the sale of higher margin products at our bakery business.

### Beauty Products – Original Sprout

Original Sprout derives revenues through the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue decreased by $0.2 million or 23% driven by the efforts to control the discounted price of products sold online by authorized resellers. This trend is expected to continue for the remainder of the current fiscal year as Original Sprout reduces the number of authorized Internet sales channels and repositions its products for a larger presence on store shelves.

Operating loss decreased by $0.1 million or 46% for the quarter ended September 30, 2024 as compared to 2023 as a result of reduced marketing cost and a nominal price increase to domestic distributors.

### Security Systems - Brigadier

Brigadier earns revenue from recurring alarm monitoring fees charged to residential customers, and from hardware sales and installations of access controls to commercial customers. Revenues from monitoring residual fees remained relatively static while sales and installations of larger commercial installations increased for the quarter ended September 30, 2024 as compared to 2023. Revenue increased by $0.1 million or 25% and operating income increased by $0.1 million or 87% driven by increased sales to commercial customers. The larger commercial accounts generate more revenue and profits but take longer to complete, thus may produce spikes or declines in revenue and profits for specific reporting periods. As the residential consumer segment of the industry becomes more complex due to the bundling of services, including alarm monitoring, offered by larger telecom companies, we expect to focus even more heavily on the commercial and public facilities customers in the coming years.

### Financial Services – Marygold US and Marygold UK

Our Financial Services segment is comprised of Marygold US and Marygold UK, which are distinct operating entities with differing revenue streams.

Marygold US has developed and recently launched a mobile banking fintech app which earns revenues in the form of management fees based on a percentage of the amount of account holder funds are invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders use our debit card. The app was soft-launched in June 2023 and since that time has earned only de minimis revenues. Operating costs are comprised of development team salaries and expenses, fees paid to third party vendors, fees paid to our sponsoring bank, marketing costs and staff salaries. For the quarter ended September 30, 2024, Marygold US incurred an operating loss of $1.4 million as compared with an operating loss of $1.5 million for the quarter ended September 30, 2023. These losses and negative cash flows are expected to continue for the coming fiscal year.

Marygold UK is a holding company in the U.K. which operates through its two wholly-owned subsidiaries Tiger Financial and Asset Management and Steb By Step Financial Planners, both of whom are registered investment advisors who earn revenues based on the amount of assets under management or from the sale of financial products, such as insurance, to customers in the U.K.

Our total Financial Services revenue, which was derived entirely from Marygold UK, for the quarter ended September 30, 2024 increased by $0.1 million or 65% to $0.2 million as compared to $0.1 million for the quarter ended September 30, 2023. The increase was primarily driven by the incremental revenue of $0.1 million from Step-By-Step, which was acquired in April 2024. Operating loss increased by less than $0.1 million or 4% due to increased costs incurred in connection with the adoption and implementation of the Marygold mobile Fintech app for the U.K. market. The consolidated operating loss for financial services was $1.6 million for the current quarter as compared to a loss of $1.5 million for the quarter ended September 30, 2023.

### Corporate Headquarters

The parent company has no significant revenue, however it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE listing expenses, shareholder reports, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters increased by $0.5 million, or 49%, for the quarter ended September 30, 2024 as compared to same period in 2023. The increased loss was driven by higher stock-based compensation expenses from a large equity grant awarded in the quarter ended September 30, 2024.

### Liquidity and Capital Resources

The Marygold Companies is a holding company that conducts its individual business operations through its subsidiaries. At the holding-company level, its liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company and the subsidiary level. There are generally no legal limitations or constraints on the movement of funds between the entities, however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company. Additionally, registered investment advisor subsidiaries are required to maintain certain minimum capital requirements.

As of September 30, 2024, we had $6.7 million of cash and cash equivalents on a consolidated basis as compared to $5.5 million as of June 30, 2024, an increase of $1.2 million or 22%. Our cash used in operating activities for the quarter ended September 30, 2024 was $0.9 million. For the quarter ended September 30, 2024, the Company made additional expenditures of $1.5 million with regard to the development of our mobile Fintech app. We have invested a total of $16.5 million in the Fintech app since Marygold’s inception. In September 2024, we entered into a new financing arrangement under which we borrowed $4.4 million and have the potential to borrow an additional $2.2 million. The new 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. We expect that we will require additional financing to fund our fintech operations over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital. Despite these cash investments and expenses, our working capital position remains strong at $17.1 million as of September 30, 2024.

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 upon terms acceptable to us. In the event we are unable to obtain additional financing in an amount or upon terms acceptable to us, we expect to reduce or curtail our investment in the development of our Fintech app.

#### Lease Liability

The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.6 million as of September 30, 2024. During the quarter ended September 30, 2024, the Company renewed leases in New Zealand and the US which increased the right-of-use assets and lease liabilities by $0.7 million. The obligations will reduce over the passage of time through periodic lease payments. See Note 10 for further analysis of this obligation.

#### Recent Note Financing

On September 19, 2024, we entered into a note purchase agreement (“Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note, “Notes”). The initial principal amount of the Notes includes an original issue discount of 9% and expenses the Company agreed to pay to the Holder to cover the Holder’s transaction costs. The original issue discount of the Initial Note was $360,000. Interest on the principal amount of the Notes accrues at a rate of 9% per annum. The Company may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an exit fee of 6% of the portion of the outstanding balance (including accrued interest) being repaid. The Subsequent Note would have a principal amount of $2,180,000, which will have terms substantially similar to the terms of the Initial Note. The original issue discount on the Subsequent Note, if issued, will be $180,000.

The Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend, stock split or similar transaction); issue and securities pursuant to an equity line of credit, standby equity purchase agreement or similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement and other transaction documents.

The Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental transaction” occurs without Holder’s prior written consent: (h) we, USCF Investments or any of the USCF Investments subsidiaries, fail to observe covenants in our agreements with the Holder; (i) we default in observing or performing any covenant in the transaction documents; (j) any representation in the transaction documents is or becomes false or incorrect; (i) we effect a reverse stock split without 20 trading days’ prior written notice to the Holder; (k) any judgment is entered against us for more than $500,000 which remains unstayed for more than 20 days unless consented to by the Holder; (m) our shares cease to be DTC (Depositary Trust Company) eligible; or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our ongoing business operations. A “fundamental transaction” occurs if: we merge with another entity; we dispose of all or substantially all of our assets, we allow more than 50% of our voting shares to be acquired by another person; we enter into a share purchase agreement with a third party that acquires more than 50% of our shares; we recapitalize or reclassify our shares; we transfer a material asset to a subsidiary; we pay a dividend to our shareholders; or any person or group becomes the beneficial owner of 50% of the ordinary voting power of our shares. Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”). Alternatively, the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together with any applicable default amount.

The Company’s obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments, Inc. and (ii) a security interest in all of the assets of the Company. Further, the Company’s Chief Executive Officer’s trust, the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of the Company’s obligations to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.

Beginning on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right to require the Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $200,000 with respect to the Subsequent Note plus any interest accrued thereunder and an exit fee of 6% of the principal amount and accrued interest redeemed. The Company has the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to Holder. If Company exercises its deferral right, the outstanding balance automatically increases by 0.85% for each instance that the deferral right is exercised by Company, which cannot be exercised more than once every ninety calendar days.

Pursuant to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $10,000,000 in the Company on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each).

The Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate commission equal to 7% of the gross cash proceeds received from the sale of the Notes.

As of September 30, 2024, the note payable balance outstanding, net of the original issue discount and fees paid, was $3.7 million, of which $2.8 million is due within 12 months from September 30, 2024 and the remaining balance of $0.9 million is due prior to September 30, 2026. The effective interest rate for this note is 41.3%.

In July 2024, Brigadier repaid its mortgage loan of $0.3 million in full that was secured with the land and building in Canada.

#### 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. As of September 30, 2024, USCF Investments held investment positions in four of its 40 Act funds, USG (ticker changed from GLDX in March 2024), ZSB, USE and ZSC of $1.5 million, $0.4 million, $3.2 million, and $2.3 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 5 to our 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. We have historically not paid any dividends on our shares of common or preferred stock and we have no current plans to pay dividends.

## Controls and procedures

As filed, 2,180 characters.

### (a) Evaluation of Disclosure Controls and Procedures

The Marygold Companies maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in The Marygold Companies’ periodic reports filed or submitted under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.

The duly appointed officers of The Marygold Companies, including its chief executive officer and chief accounting officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of The Marygold Companies, have evaluated the effectiveness of The Marygold Companies’ disclosure controls and procedures and have concluded that the disclosure controls and procedures of The Marygold Companies were effective as of the end of the period covered by this quarterly report on Form 10-Q.

### (b) Change in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

## Risk factors

As filed, 4,607 characters.

The Marygold Companies and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in their business operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2024 (“2024 Form 10-K”), which could materially affect our business, financial condition and/or operating results. The risks described in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

See risk factors discussed in “Risk Factors” in our 2024 Form 10-K. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes, specifically “*Liquidity and Capital Resources – Recent Note Financing.”*

In addition to the “Risk Factors” included in our 2024 Form 10-K we are adding the following risk factor in connection with our recent debt financing.

***We may be unable to generate sufficient cash flow from operations to repay amounts due under our recent debt financing or other obligations we have incurred which could adversely affect our business, including our ability to further develop and market our Fintech app, as well as our financial condition, results of operations, and our stock price.***

We recently entered into a significant debt financing transaction, which has increased our financial leverage. This heightened level of indebtedness could limit our ability to operate effectively and may expose us to various risks, including:

1\) Inability to repay debt when due: Our cash flow may not be sufficient to meet our debt service obligations, especially if our revenues and/or cash flows from operations decline or if we encounter unforeseen operational or other challenges. Failure to repay this debt when due could lead to a default under the terms of our debt agreements.

2\) Event of default consequences: The occurrence of an event of default under our debt agreements could result in the acceleration of our indebtedness, requiring immediate repayment of outstanding amounts an increase in the amount due, and a requirement to pay an increased (or default) rate of interest on the outstanding amount due. Our obligations under the debt agreements are secured by a pledge of our shares in USCF Investments and a security interest in all our assets enabling the lender to foreclose on our assets upon the occurrence of an event of default. Further, the performance of our obligations under the debt agreements is guaranteed by the Gerber Trust and our obligations under the note are secured by a pledge of all the shares of Marygold owned by the Gerber Trust, of which our CEO is a trustee. An event of a default under the debt agreements could force us to liquidate assets, seek additional financing, or restructure our obligations, all of which may adversely affect our liquidity, financial condition, results of operations, and stock price. There can be no assurance we will be able to liquidate our assets, restructure our indebtedness, or obtain additional financing upon terms acceptable to us, or at all.

3\) Restrictive covenants: Our debt agreements contain certain covenants that restrict our operational flexibility, including limitations on mergers and acquisitions, sales of assets, and our ability to engage in certain equity linked financing transactions in which the conversion or exercise price of any debt or other equity linked securities we issue in the transaction varies with the market price of our shares or upon the occurrence of certain trigger events, and other strategic initiatives. Our non-compliance with these covenants could lead to an event of default and further exacerbate our financial position.

Failure to manage these risks effectively or repay our debt when due could result in severe financial and operational consequences, including a potential reduction in the market price of our securities and a negative impact on our shareholders.

Also, if we issue additional shares in a financing, any such issuance could be dilutive to our existing shareholders. *See “Liquidity and Capital Resources – Recent Note Financing.”*

Filed Nov 8, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-044271. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.