# Marygold Companies, Inc.: Form 10-Q for the period ended Dec 31, 2025

- Company: [Marygold Companies, Inc.](/companies/mgld.md) (CIK 1005101)
- Form: 10-Q
- Filed: 2026-02-05
- Accepted by EDGAR: Feb 5, 2026, 16:02 ET
- Period: 2025-12-31
- Accession: 0001493152-26-005255
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1005101/000149315226005255/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1005101/000149315226005255/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-10-01 to 2025-12-31 | $7.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-07-01 to 2025-12-31 | $14.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-10-01 to 2025-12-31 | $2.0m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2025-07-01 to 2025-12-31 | $3.6m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-10-01 to 2025-12-31 | $5.7m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-07-01 to 2025-12-31 | $11.0m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-10-01 to 2025-12-31 | −$631.0k | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-07-01 to 2025-12-31 | −$1.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-10-01 to 2025-12-31 | $1.0k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2025-07-01 to 2025-12-31 | $70.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-10-01 to 2025-12-31 | $12.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-07-01 to 2025-12-31 | −$141.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-10-01 to 2025-12-31 | −$576.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-07-01 to 2025-12-31 | −$932.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-07-01 to 2025-12-31 | −$0.02 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-10-01 to 2025-12-31 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-07-01 to 2025-12-31 | −$0.02 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-10-01 to 2025-12-31 | 42,863,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-07-01 to 2025-12-31 | 42,951,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-07-01 to 2025-12-31 | −$1.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-07-01 to 2025-12-31 | $29.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-12-31 | $4.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-12-31 | $17.4m | us-gaap:AssetsCurrent |
| Total assets | at 2025-12-31 | $27.8m | us-gaap:Assets |
| Current liabilities | at 2025-12-31 | $4.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-12-31 | $5.1m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-12-31 | $22.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 30,093 characters.

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto included in this Report 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.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the “Special Note Regarding Forward Looking Statements” above.

Our results of operations 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, 2025.

### Overview

The Marygold Companies, Inc., a Nevada corporation (“Company,” “The Marygold Companies,” “we,” “our,” or “us”), is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon exchange traded funds management, financial services, and certain other business activities listed below:

- U.S. Fund Management - USCF Investments, Inc., a Delaware corporation with corporate headquarters in Walnut Creek, California holds two wholly owned subsidiaries which provide fund management services to exchange traded funds (“ETFs”) and exchange traded products (“ETPs”):
- 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. USCF Investments, Inc. together with USCF LLC and USCF Advisers, are hereinafter referred to as (“USCF Investments”), unless otherwise stated.
- 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.
- Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California.
- U.S. and U.K. Financial Services:
- Marygold & Co., a Delaware corporation, and its wholly owned subsidiary, Marygold & Co. 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. 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.

Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada was included in our continuing operations until it was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

### Recent Developments

Refer to “*Liquidity and Capital Resources” below.*

### Three Months Ended December 31, 2025 Compared with Three Months Ended December 31, 2024

### Summary Results of Operations

*(in thousands, except percentages)*

|  | Three Months Ended December 31, 2025 | 2024 | Percentage Change |
| --- | ---: | ---: | ---: |
| Revenue | $7,643 | $8,004 | -5% |
| Cost of revenue | 1,987 | 2,076 | -4% |
| Gross profit | 5,656 | 5,928 | -5% |
| Operating expenses | 6,287 | 7,754 | -19% |
| Loss from operations | (631) | (1,826) | -65% |
| Other income (expense), net | 67 | (403) | -117% |
| Loss before income taxes | (564) | (2,229) | -75% |
| (Provision for) benefit from income taxes | (12) | 482 | -102% |
| Net loss | $(576) | $(1,747) | -67% |

Revenue decreased by $0.4 million or 5% for the three months ended December 31, 2025 due to a decrease in revenue of $0.6 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025, a decrease in revenue of $0.1 million in our US fund management segment and partially offset by an increase in our beauty products segment revenue. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the three months ended December 31, 2025 was $3.0 billion compared to $3.1 billion for the three months ended December 31, 2024. The decrease in average AUM in the three months ended December 31, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.

Gross profit decreased by $0.3 million or 5%, driven by the elimination of gross profit from Brigadier which was sold on July 1, 2025.

Operating expenses decreased by $1.5 million or 19% driven by a reduction of costs associated with our Marygold & Co. subsidiary as they paused further development of the Fintech app in the US as well as a reduction of $0.2 million of operating expenses incurred by Brigadier in the three months ended December 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Loss from operations decreased by $1.2 million or 65% compared to the prior year three months as a net result of: the decrease in financial services loss by $1.3 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.2 million, partially offset by reduced profit of $0.4 million in the fund management segment due to lower average AUM.

Total other income (expense), net increased by $0.5 million or 117% for the three months ended December 31, 2025 compared to the prior year three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.

The benefit from income taxes decreased by $0.5 million or 102% in the three months ended December 31, 2025 compared to the prior year three months as a result of the loss before income taxes decreasing by $1.7 million for the reasons described above.

Net loss decreased by $1.2 million or 67% and was driven by the net effect of the changes discussed above.

### Six Months Ended December 31, 2025 Compared with Six Months Ended December 31, 2024

### Summary Results of Operations

*(in thousands, except percentages)*

|  | Six Months Ended December 31, 2025 | 2024 | Percentage Change |
| --- | ---: | ---: | ---: |
| Revenue | $14,607 | $15,913 | -8% |
| Cost of revenue | 3,586 | 4,203 | -15% |
| Gross profit | 11,021 | 11,710 | -6% |
| Operating expenses | 12,916 | 15,706 | -18% |
| Loss from operations | (1,895) | (3,996) | -53% |
| Other income (expense), net | 822 | (302) | -372% |
| Loss before income taxes | (1,073) | (4,298) | -75% |
| Benefit from income taxes | 141 | 966 | -85% |
| Net loss | $(932) | $(3,332) | -72% |

Revenue decreased by $1.3 million or 8% for the six months ended December 31, 2025 due to a decrease in revenue of $1.3 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025, and a decrease in revenue of $0.4 million in our US fund management segment, partially offset by an increase of $0.4 million in our beauty products segment revenue. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the six months ended December 31, 2025 was $2.9 billion compared to $3.1 billion for the six months ended December 31, 2024. The decrease in average AUM in the six months ended December 31, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.

Gross profit decreased by $0.7 million or 6%, driven by the elimination of gross profit from Brigadier which was sold on July 1, 2025.

Operating expenses decreased by $2.8 million or 18% driven by a reduction of costs associated with our Marygold & Co. subsidiary as they paused further development of the Marygold Fintech app in the US as well as a reduction of $0.6 million of operating expenses incurred by Brigadier in the six months ended December 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Loss from operations decreased by $2.1 million compared to the prior year six months as a net result of: the decrease in financial services loss by $2.5 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.5 million; a reduction in stock based compensation charges of $0.5 million and improved profitability of our food products segment of $0.1 million, partially offset by reduced profit of $1.0 million in the fund management segment due to lower average AUM and the elimination of $0.2 million profit in our security systems segment as a result of the sale of Brigadier on July 1, 2025.

Total other income (expense), net increased by $1.1 million or 372% for the six months ended December 31, 2025 compared to the prior year six months driven by the $0.5 million gain on sale of Brigadier in July 2025 and a reduction in interest expense of $0.3 million from paying off the Streeterville note payable in September 2025.

The benefit from income taxes decreased by $0.8 million or 85% in the six months ended December 31, 2025 compared to the prior year six months as a result of the loss before income taxes decreasing by $3.2 million for the reasons described above.

Net loss decreased by $2.4 million or 72% and was driven by the net effect of the changes discussed above.

### Reportable Segments

### Three Months Ended December 31, 2025 Compared with Three Months Ended December 31, 2024

### SEGMENT RESULTS OF OPERATIONS

*(in thousands, except percentages)*

| Revenue | Three Months Ended December 31, 2025 | 2024 | Percentage Change |
| --- | ---: | ---: | ---: |
| U.S. Fund management - related party | $4,565 | $4,685 | -3% |
| Food products | 1,651 | 1,688 | -2% |
| Beauty products | 1,159 | 832 | 39% |
| Security systems | - | 585 | -100% |
| U.S. and U.K. Financial services | 268 | 214 | 25% |
| Total revenue | $7,643 | $8,004 | -5% |
| Operating Income (Loss) |  |  |  |
| U.S. Fund management - related party | $439 | $832 | -47% |
| Food products | 25 | 58 | -57% |
| Beauty products | 140 | (61) | -330% |
| Security systems | - | 58 | -100% |
| U.S. and U.K. Financial services | (374) | (1,703) | -78% |
| Corporate headquarters | (861) | (1,010) | -15% |
| Total operating loss | $(631) | $(1,826) | -65% |

### U.S. Fund Management – Related Party - USCF Investments

USCF Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each ETF or ETP that it manages. The management fees are determined on the basis of a contractual basis point management fee multiplied by the average AUM over the given period. Average AUM for the three months ended December 31, 2025 was $3.0 billion compared to $3.1 billion for the three months ended December 31, 2024. As a result of lower average AUM for the current three months when compared to the three months ended December 31, 2024, revenue decreased by $0.1 million or 3%. The decrease in average AUM in the three months ended December 31, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.

Operating income decreased to $0.4 million from $0.8 million for the three months ended December 31, 2025 compared to the same three months in 2024 driven by lower revenue and increases in sub-advisor fees (related to growth in newer funds) and new fund development costs, partially offset by variable operating expenses that are tied to lower average AUM from other funds.

### Food Products - Gourmet Foods

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $1.7 million for the three months ended December 31, 2025 as compared to 2024 with the bakery division being slightly lower and the printing division slightly higher.

Operating income was relatively flat at less than $0.1 million for the comparable three months ended December 31, 2025 and 2024 with the printing division generating an operating profit of $0.1 million and the bakery division operating at a slight operating loss.

### Beauty Products – Original Sprout

Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue increased by $0.3 million or 39% driven by (1) a change in its online distribution channel to eliminate low margin selling, and (2) an increase in international distribution channels to include other countries in Asia.

Operating income increased to $0.1 million for the three months ended December 31, 2025, as compared to an operating loss $0.1 million for the three months ended December 31, 2024, as a result of increased revenues of $0.3 million coupled with a reduction in operating expenses including the elimination of third-party marketing consultants, a reduction in staff and a reduction of unused warehouse space.

### Security Systems – Brigadier

Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

### U.S. and U.K. 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

Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective April 1, 2025. For the three months ended December 31, 2025, Marygold US had no revenue and minimal expenses as compared with an operating loss of $1.5 million for the three months ended December 31, 2024. Losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.

#### Marygold UK

Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step By Step Financial Planners, both of which are registered investment advisors which earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.

Our total Financial Services revenue, derived entirely from Marygold UK, for the three months ended December 31, 2025, increased by $0.1 million compared to the three months ended December 31, 2024. Marygold UK continued development of a scaled down version of its fintech app designed specifically for use in the UK. Operating loss increased by $0.2 million 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 $0.4 million for the three months ended December 31, 2025 as compared to a loss of $1.7 million for the three months ended December 31, 2024, a decrease of $1.3 million or 78%.

### Corporate Headquarters

The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters was relatively flat at $0.9 million for the three months ended December 31, 2025 as compared to $1.0 million for the same period in 2024.

### Six Months Ended December 31, 2025 Compared with Six Months Ended December 31, 2024

### SEGMENT RESULTS OF OPERATIONS

*(in thousands, except percentages)*

| Revenue | Six Months Ended December 31, 2025 | 2024 | Percentage Change |
| --- | ---: | ---: | ---: |
| U.S. Fund management - related party | $8,894 | $9,276 | -4% |
| Food products | 3,407 | 3,510 | -3% |
| Beauty products | 1,830 | 1,430 | 28% |
| Security systems | - | 1,274 | -100% |
| U.S. and U.K. Financial services | 476 | 423 | 13% |
| Total revenue | $14,607 | $15,913 | -8% |
| Operating Income (Loss) |  |  |  |
| U.S. Fund management - related party | $819 | $1,793 | -54% |
| Food products | 127 | 50 | 154% |
| Beauty products | 262 | (234) | -212% |
| Security systems | - | 191 | -100% |
| U.S. and U.K. Financial services | (747) | (3,286) | -77% |
| Corporate headquarters | (2,356) | (2,510) | -6% |
| Total operating loss | $(1,895) | $(3,996) | -53% |

### U.S. Fund Management – Related Party - USCF Investments

Our U.S. Fund Management is comprised of USCF Investments, and its wholly owned subsidiaries. USCF Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each ETF or ETP that it manages. The management fees are determined on the basis of a contractual basis point management fee multiplied by the average AUM over the given period. Average AUM for the six months ended December 31, 2025 was $2.9 billion compared to $3.1 billion for the six months ended December 31, 2024. As a result of lower average AUM for the current six months when compared to the six months ended December 31, 2024, revenue decreased by $0.4 million or 4%. The decrease in average AUM in the three months ended December 31, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.

Operating income decreased to $0.8 million from $1.8 million for the six months ended December 31, 2025 compared to the same six months in 2024 driven by lower revenue and increases in sub-advisor fees (related to growth in newer funds) and new fund development costs, partially offset by variable operating expenses that are tied to lower average AUM from other funds.

### Food Products - Gourmet Foods

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $3.4 million for the six months ended December 31, 2025 as compared to $3.5 million for the six months ended December 31, 2024.

Operating income increased by $0.1 million for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024. The increase in operating income is due to a focus on the sale of higher margin products coupled with a decrease in selling expenses at Gourmet Foods bakery unit coupled with an increase in production at their Printstock Products printing subsidiary.

### Beauty Products – Original Sprout

Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue increased by $0.4 million or 28% driven by (1) a change in its online distribution channel to eliminate low margin selling, and (2) an increase in international distribution channels to include other countries in Asia.

Operating income increased to $0.3 million for the six months ended December 31, 2025, as compared to an operating loss of $0.2 million for the six months ended December 31, 2024, or 212%, as a result of increased revenues of $0.4 million and the reduction of certain expenses including the elimination of third-party marketing consultants, a reduction in staff and a reduction of unused warehouse space.

### Security Systems – Brigadier

Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

### U.S. and U.K. Financial Services – Marygold US and Marygold UK

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

#### Marygold US

Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective April 1, 2025. For the six months ended December 31, 2025, Marygold US had no revenue and minimal expenses as compared with an operating loss of $2.9 million for the six months ended December 31, 2024. Losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.

#### Marygold UK

Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step By Step Financial Planners, both of which are registered investment advisors which earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.

Our total Financial Services revenue, derived entirely from Marygold UK, for the six months ended December 31, 2025, increased by $0.1 million for the six months ended December 31, 2025 compared to the six months ended December 31, 2024. Marygold UK continued development of a scaled down version of its fintech app designed specifically for use in the UK by clients of Marygold UK. Operating loss increased by $0.3 million 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 $0.7 million for the current six months as compared to a loss of $3.3 million for the six months ended December 31, 2024.

### Corporate Headquarters

The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters was relatively flat at $2.4 million for the six months ended December 31, 2025 as compared to $2.5 million for the same period in 2024.

### Liquidity and Capital Resources

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

As of December 31, 2025, we had $4.1 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June 30, 2025, a decrease of $0.9 million or 18%. Our cash used in operating activities for the six months ended December 31, 2025 was $1.4 million. During the six months ended December 31, 2025, we made principal payments of $1.3 million to pay off our Streeterville note payable and we received net proceeds of $1.1 million from the sale of Brigadier. For the six months ended December 31, 2025, the Company spent money at Marygold UK for the development and marketing of the mobile Fintech app. We have invested a total of $19.3 million overall in the Fintech app since the project was implemented in 2019. There is a possibility that we will require additional financing if we elect to further fund fintech-based subsidiary operations 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 $12.9 million as of December 31, 2025.

#### Equity Distribution Agreement

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. We have agreed to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through Maxim under the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities under the Securities Act. The EDA required that, until May 25, 2025, the date of the expiration of the standstill period in our Underwriting Agreement with Maxim for the underwritten offering described above, sales of our shares of common stock be made at a minimum price per share of $1.50 unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share. We have not sold any shares pursuant to the EDA. 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.

The Company believes that its cash and cash equivalents along with the cash generated from ongoing operations will be sufficient to fund its cash requirements over the next 12 months. Our current operating plan includes funding additional investments in our mobile Fintech app for the U.K. market only to the extent we have existing funds on hand. If we decide to invest more in our mobile Fintech app, then we may need to raise additional funds through one or more debt, equity or equity linked financings. There can be no assurance we will be able to raise such additional financing upon terms acceptable to us or at all. In the event we are unable to obtain additional financing in an amount or upon terms acceptable to us, we expect to further reduce or curtail our investment in the development of our Fintech app for the UK market.

#### Lease Liability

The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.1 million as of December 31, 2025. The obligations will reduce over the passage of time through periodic lease payments. See Note 10 to our consolidated financial statements for further analysis of these obligations.

#### 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 December 31, 2025, USCF Investments held investment positions in four of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE, WTIB (which is a new ETF that we launched in the quarter ended December 31, 2025) and ZSC of $0.2 million, $0.7 million, $0.3 million and $0.7 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 5 to our Financial Statements.

#### Dividends

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our businesses and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments or under Nevada corporations’ law.

## Controls and procedures

As filed, 2,089 characters.

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

As of the end of the period covered by this Report, our Chief Executive Officer and Chief Accounting Officer conducted evaluations of our disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in the periodic reports we file or submit under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities 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 Securities 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.

Our management, including our Chief Executive Officer and Chief Accounting Officer, after evaluating the effectiveness of our disclosure controls and procedures, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

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

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act) during the three months 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, 774 characters.

*We are subject to certain risks and uncertainties in our business operations. You should carefully consider the factors discussed under “Item 1A -Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025 (“2025 Form 10-K”). The risks discussed in our 2025 Form 10-K, our other filings with the SEC, and the risks discussed herein could materially affect our business, financial condition, results of operations and the market for our shares. The risks described in our 2025 Form 10-K and our other SEC filings are not the only risks we face. 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 or operating results.*

Filed Feb 5, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-005255. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.