The Marygold Companies, Inc. (MGLD)

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. 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”). 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. 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. 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.

While the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management, and its intention is to continue developing these and similar business segments prospectively.

We manage the operations of our subsidiaries and their related businesses on a decentralized basis. 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. Our executive management team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating subsidiaries. Our executive management is also responsible for organizational accountability, corporate governance practices, monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed.

We were incorporated in the state of Nevada on January 26, 2000. Our corporate headquarters are located in San Clemente, California.

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. This includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward people within their organizations. Given the varied business activities, our business units have policies and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis.

Certain Recent Developments

Recent Equity Financing

On January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock at a price to the public of $1.10 per share (before deduction of underwriting discounts and commissions) in a firm commitment underwritten public offering (“Offering”) pursuant to an underwriting agreement, dated January 26, 2025 (“Underwriting Agreement”), between us and the Maxim Group LLC (“Maxim”), as sole underwriter and book-running manager for the Offering. Pursuant to the Underwriting Agreement, we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of Common Stock at the public offering price before deduction of underwriting discounts and commissions (“overallotment option”). Maxim did not exercise its overallotment option.

The net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $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.

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. We 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 (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 any 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 stockholders; 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.

Our 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, our Chief Executive Officer’s trust, the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of our obligations to the Holder under the Note and (ii) a pledge of all of our common stock 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, if issued, plus any interest accrued thereunder and an additional amount payable equal to 6% of the principal amount and accrued interest redeemed. We have the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to the Holder. If we exercise our deferral right, the outstanding balance automatically increases by 0.85% for each instance that the deferral right is exercised by us, 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 thereafter, the Holder will have the right, but not the obligation, with our prior written consent, to reinvest up to an additional $10,000,000 in us on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each).

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-05-08 (period ending 2026-03-31).

The following discussion and analysis should be read in conjunction with our unaudited condensed 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.

As discussed in the Notes to the Condensed Consolidated Financial Statements, the results and related assets and liabilities of the Food Products business are reported as discontinued operations. As a result, unless specifically stated, all discussions included below reflect continuing operations for all periods presented.

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

●	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.

●	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.

Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly-owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand qualified for discontinued operations on March 31, 2026 (see Note 3. Discontinued Operations).

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 7. Sale of Brigadier).

Geopolitical Conflict

Ongoing geopolitical conflict, including war and armed conflicts (such as the Russia-Ukraine war, military conflicts in the Middle East, and the expansion of such conflicts in surrounding areas), sanctions, the introduction of or changes in tariffs or trade barriers, global or local recessions, and acts of terrorism, can also, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities such as crude oil and the value, pricing, and liquidity of the investments or other assets held by the Company’s indirect wholly owned subsidiaries. These armed conflicts have created disruptions in global energy supplies, supply chain issues, increased volatility in global energy prices, including the prices for oil and petroleum and shipping costs on a global basis. We are continuing to evaluate the evolving macroeconomic environment and our ability to mitigate the impact on our businesses, consolidated results of operations and financial condition.

Recent Developments

Refer to “Liquidity and Capital Resources” below.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Summary Results of Operations

	Three Months Ended March 31,						Percentage
(in thousands, except percentages)	2026			2025			Change
Revenue	$	7,189		$	5,522			30	%
Cost of revenue		398			648			-39	%
Gross profit		6,791			4,874			39	%
Operating expenses		6,927			6,446			7	%
Loss from continuing operations		(136	)		(1,572	)		-91	%
Other income, net		362			178			103	%
Income (loss) from continuing operations before income taxes		226			(1,394	)		116	%
Benefit from income taxes		43			307			-86	%
Net income (loss) from continuing operations		269			(1,087	)		125	%
Net (loss) income from discontinued operations, net		(47	)		75			-163	%
Net income (loss)	$	222		$	(1,012	)		122	%

Revenue increased by $1.7 million or 30% for the three months ended March 31, 2026 due to an increase in revenue in our US fund management segment of $2.2 million driven by an increase in average Assets Under Management (“AUM”) partially offset by a reduction in revenue of $0.6 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025. Average AUM in our US fund management segment for the three months ended March 31, 2026 was $4.7 billion compared to $2.6 billion for the three months ended March 31, 2025. The increase in average AUM in the three months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Gross profit increased by $1.9 million or 39% driven by the increase in revenue generated by our US fund management segment as described above.

Operating expenses increased by $0.5 million or 7% driven by increased costs associated with our US fund management segment due to increased variable and sub-adviser fees related to higher AUM offset by a reduction in costs at our Marygold & Co. subsidiary as they paused further development of the Fintech app in the US as well as a reduction of $0.3 million of operating expenses incurred by Brigadier in the three months ended March 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Loss from continuing operations decreased by $1.4 million or 91% compared to the prior year three months as a net result of: the increased profit of $0.4 million in the fund management segment due to higher average AUM and a decrease in financial services loss by $1.1 million from pausing the Marygold Fintech app in the US.

Total other income, net increased by $0.2 million or 103% for the three months ended March 31, 2026 compared to the prior year three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.

The benefit from income taxes decreased by $0.3 million or 86% in the three months ended March 31, 2026 compared to the prior year three months as a result of the income (loss) from continuing operations before income taxes went from a loss of $1.4 million in the three months ended March 31, 2025 to a profit of $0.2 million in the three months ended March 31, 2026 for the reasons described above.

Net income (loss) increased by $1.2 million or 122% and was driven by the net effect of the changes discussed above.

Nine Months Ended March 31, 2026 Compared with Nine Months Ended March 31, 2025

Summary Results of Operations

	Nine Months Ended March 31,						Percentage
(in thousands, except percentages)	2026			2025			Change
Revenue	$	18,388		$	17,926			3	%
Cost of revenue		1,400			2,161			-35	%
Gross profit		16,988			15,765			8	%
Operating expenses		19,147			21,383			-10	%
Loss from continuing operations		(2,159	)		(5,618	)		-62	%
Other income (expense), net		1,174			(135	)		970	%
Loss from continuing operations before income taxes		(985	)		(5,753	)		83	%
Benefit from income taxes		184			1,273			-86	%
Net loss from continuing operations		(801	)		(4,480	)		82	%
Net income from discontinued operations		91			136			-33	%
Net loss	$	(710	)	$	(4,344	)		84	%

Revenue increased by $0.5 million or 3% for the nine months ended March 31, 2026 due to an increase in revenue in our US fund management segment of $1.9 million driven by an increase in average Assets Under Management (“AUM”) and an increase in revenue of $0.5 million from our beauty products segment, partially offset by a reduction in revenue of $1.8 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025. Average AUM in our US fund management segment for the nine months ended March 31, 2026 was $3.6 billion compared to $3.0 billion for the nine months ended March 31, 2025. The increase in average AUM in the nine months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Gross profit increased by $1.2 million or 8% driven by the increase in revenue generated by our US fund management segment as described above.

Operating expenses decreased by $2.2 million or 10% driven by a reduction of costs associated with our Marygold & Co. subsidiary as, effective April 1, 2025, it paused further development of the Marygold Fintech app for the US market as well as a reduction of $0.9 million of operating expenses as a result of the sale of Brigadier on July 1, 2025.

Loss from continuing operations decreased by $3.5 million or 62% compared to the prior year nine months as a net result of: the decrease in financial services loss by $3.7 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.6 million; a reduction in stock based compensation charges of $0.5 million, partially offset by reduced profit of $0.6 million in the fund management segment and the elimination of $0.3 million profit in our security systems segment as a result of the sale of Brigadier on July 1, 2025.

Total other income (expense), net increased by $1.3 million or 970% for the nine months ended March 31, 2026 compared to the prior year nine months driven by the $0.5 million gain on sale of Brigadier in July 2025 and a reduction in interest expense of $0.6 million from paying off the Streeterville note payable in September 2025.

The benefit from income taxes decreased by $1.1 million or 86% in the nine months ended March 31, 2026 compared to the prior year nine months as a result of the loss from continuing operations before income taxes decreasing by $4.8 million for the reasons described above.

Net loss decreased by $3.6 million or 84% and was driven by the net effect of the changes discussed above.

Reportable Segments

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

SEGMENT RESULTS OF OPERATIONS

	Three Months Ended March 31,						Percentage
(in thousands, except percentages)	2026			2025			Change
Revenue
U.S. Fund management - related party	$	6,327		$	4,093			55	%
Beauty products		707			641			10	%
Security systems		-			568			-100	%
U.S. and U.K. Financial services		155			220			-30	%
Total revenue	$	7,189		$	5,522			30	%
Operating Income (Loss)
U.S. Fund management - related party	$	1,231		$	828			49	%
Beauty products		(54	)		(127	)		-57	%
Security systems		-			90			-100	%
U.S. and U.K. Financial services		(405	)		(1,539	)		-74	%
Corporate headquarters		(908	)		(824	)		10	%
Total operating loss from continuing operations	$	(136	)	$	(1,572	)		-91	%
Net (loss) income from discontinued Food products segment	$	(47	)	$	75			-163	%

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 March 31, 2026 was $4.7 billion compared to $2.6 billion for the three months ended March 31, 2025. As a result of higher average AUM for the current three months when compared to the three months ended March 31, 2025, revenue increased by $2.2 million or 55%. The increase in average AUM in the three months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Operating income increased to $1.2 million from $0.8 million for the three months ended March 31, 2026 compared to the same three months in 2025 driven by higher revenue offset by increases in sub-advisor fees (related to AUM growth in sub-advised funds), marketing and distribution expenses, new fund development costs, and variable operating expenses that are tied to average AUM.

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 for the three months ended March 31, 2026 increased to $0.7 million from $0.6 million in the comparable prior year period. The increase of $0.1 million or 10% was driven by (1) continued success in controlling its brand and pricing on e-commerce platforms and (2) an increase in international distribution channels to include other countries in Asia.

Operating loss decreased by $0.1 million or 57% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 as a result of increased revenues of $0.1 million. The operating loss of less than $0.1 million was driven by an inability to ship ordered product to customers in the Middle East due to the conflict in Iran.

Security Systems – Brigadier

Brigadier was sold to a related party on July 1, 2025 (see Note 7. 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 March 31, 2026, Marygold US had no revenue and nominal expenses as compared with an operating loss of $1.3 million for the three months ended March 31, 2025.

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 March 31, 2026, decreased by $0.1 million compared to the three months ended March 31, 2025. The decrease in revenue was due to lower assets under management at the Marygold & Co. Limited subsidiary. Marygold UK continued development of its fintech app designed specifically for use in the UK. Operating loss increased from $0.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended March 31, 2026 due to the Fintech app development costs coupled with the lower revenue for the U.K. market. The consolidated operating loss for financial services was $0.4 million for the three months ended March 31, 2026 as compared to a loss of $1.5 million for the three months ended March 31, 2025, a decrease of $1.1 million or 74%.

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 March 31, 2026 as compared to $0.8 million for the same period in 2025.

Net (loss) income from discontinued Food Products (Gourmet Foods) Segment

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other pastry products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $1.6 million for the three months ended March 31, 2026 as compared to 2025 with the bakery division being slightly lower and the printing division slightly higher.

The net loss from discontinued operations was less than $0.1 million for the three months ended March 31, 2026 as compared to net income from discontinued operations of less than $0.1 million for the three months ended March 31, 2025. The bakery division posted a loss of less than $0.1 million due in part to price resistance at major grocery chains, a slowing in consumer discretionary spending across New Zealand in general, and higher shipping charges. The printing division posted a profit of less than $0.1 million as it increased production efficiencies and improved its sales outreach efforts. Printing revenue and operating profit were slightly lower due to machinery maintenance shut-downs causing temporary delays in production deliveries.

Nine Months Ended March 31, 2026 Compared with Nine Months Ended March 31, 2025

SEGMENT RESULTS OF OPERATIONS

	Nine Months Ended March 31,						Percentage
(in thousands, except percentages)	2026			2025			Change
Revenue
U.S. Fund management - related party	$	15,220		$	13,369			14	%
Beauty products		2,537			2,071			23	%
Security systems		-			1,842			-100	%
U.S. and U.K. Financial services		631			644			-2	%
Total revenue	$	18,388		$	17,926			3	%
Operating Income (Loss)
U.S. Fund management - related party	$	2,051		$	2,620			-22	%
Beauty products		208			(361	)		-158	%
Security systems		-			281			-100	%
U.S. and U.K. Financial services		(1,139	)		(4,824	)		-76	%
Corporate headquarters		(3,279	)		(3,334	)		-2	%
Total operating loss from continuing operations	$	(2,159	)	$	(5,618	)		-62	%
Net income from discontinued Food products segment	$	91		$	136			-33	%

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 nine months ended March 31, 2026 was $3.6 billion compared to $3.0 billion for the nine months ended March 31, 2025. As a result of higher average AUM for the current nine months when compared to the nine months ended March 31, 2025, revenue increased by $1.9 million or 14%. The increase in average AUM in the nine months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Operating income decreased to $2.1 million from $2.6 million for the nine months ended March 31, 2026 compared to the same nine months in 2025 driven by increases in sub-advisor fees (related to growth in newer funds), marketing and distribution expenses, new fund development costs, and variable operating expenses that are tied to average AUM.

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 for the nine months ended March 31, 2026 was $2.5 million as compared to $2.1 million for the comparable prior year period, an increase of $0.4 million or 23% driven by (1) continued success in controlling its brand and pricing on e-commerce platforms and (2) an increase in international distribution channels to include other countries in Asia.

Operating income increased to $0.2 million for the nine months ended March 31, 2026, as compared to an operating loss of $0.4 million for the nine months ended March 31, 2025, or 158% improvement, as a result of increased revenue, the reduction of certain expenses including the elimination of third-party marketing consultants, and a reduction of unused warehouse space.

Security Systems – Brigadier

Brigadier was sold to a related party on July 1, 2025 (see Note 7. 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 nine months ended March 31, 2026, Marygold US had no revenue and minimal expenses as compared with an operating loss of $4.2 million for the nine months ended March 31, 2025. Losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.

Marygold UK

Our total Financial Services revenue, derived entirely from Marygold UK, for the nine months ended March 31, 2026, was flat at $0.6 million for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. 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 $0.5 million due to increased costs incurred in connection with the implementation of the Marygold UK mobile Fintech app in the U.K. market. The consolidated operating loss for financial services was $1.1 million for the current nine months as compared to a loss of $4.8 million for the nine months ended March 31, 2025.

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 $3.3 million for both the nine months ended March 31, 2026 and the same period in 2025.

Net income from discontinued Food Products (Gourmet Foods) Segment

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other bakery products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $5.0 million for the nine months ended March 31, 2026 and March 31, 2025.

The net income from discontinued operations for the nine months ended March 31, 2026 was slightly less than $0.1 million as compared to a little over $0.1 million for the nine months ended March 31, 2025.

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 funds or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, 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 March 31, 2026, we had $3.0 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June 30, 2025, a decrease of $2.0 million or 41%. Our cash used in operating activities for the nine months ended March 31, 2026 was $2.4 million. During the nine months ended March 31, 2026, we made principal payments of $1.3 million to pay off our Streeterville note payable and we received net proceeds of $1.1 million from the sale of Brigadier. For the nine months ended March 31, 2026, the Company spent money at Marygold UK for the development and marketing of the mobile Fintech app. We have invested a total of $19.5 million overall in the Fintech app since the project was implemented in 2019. Over the coming 12 months we currently expect to generate proceeds from the sale of our Food Products segment and we plan to further curtail funding on our fintech-based subsidiary operations. Our working capital position remains strong at $12.6 million as of March 31, 2026.

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 and, pursuant to the terms of the agreement, the EDA terminated effective March 7, 2026.

Our current operating plan includes generating proceeds from the sale of our Food Products segment and we plan to further curtail funding of our Fintech-based operations in the U.K. As such, the Company believes that its cash and cash equivalents and other working capital along with the cash generated from ongoing operations will be sufficient to fund its cash requirements over the next 12 months.

Lease Liability

The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.6 million as of March 31, 2026. The obligations will reduce over the passage of time through periodic lease payments. See Note 11 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 ETF and 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 March 31, 2026, USCF Investments held investment positions in four of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE and ZSC of $0.2 million, $0.9 million and $0.6 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 6. 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.

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Next expected filings

~2026-09-18 10-K expected by 2026-09-18 (in 6 days)
~2026-11-06 10-Q expected by 2026-11-10 (in 55 days)
~2027-02-04 10-Q expected by 2027-02-08 (in 145 days)
~2027-05-07 10-Q expected by 2027-05-11 (in 237 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-05-12 8-K Earnings Release; Financial Statements and Exhibits
2026-05-08 10-Q Quarterly Report
2026-02-10 8-K Earnings Release; Financial Statements and Exhibits
2026-02-05 10-Q Quarterly Report
2025-11-10 8-K Earnings Release; Financial Statements and Exhibits
2025-11-07 10-Q Quarterly Report
2025-09-22 8-K Earnings Release; Financial Statements and Exhibits
2025-09-19 10-K Annual Report
2025-06-20 8-K Material Agreement Entered; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
2025-05-08 10-Q Quarterly Report
2025-05-08 8-K Earnings Release; Financial Statements and Exhibits
2025-03-10 8-K Material Agreement Entered; Financial Statements and Exhibits
2025-02-05 10-Q Quarterly Report
2025-01-27 8-K Material Agreement Entered; Other Events; Financial Statements and Exhibits
2024-12-18 S-3 Registration Statement

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