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Marygold Companies (OTC:MGLD) filed a routine Form 4 disclosing that the Nicholas & Melinda Gerber Living Trust—controlled by Chief Executive Officer, director and 10 % owner Nicholas D. Gerber—purchased 50,000 common shares on June 20, 2025 at an average price of $0.9969 per share.
Following this transaction, the trust now directly owns 18,690,773 shares of Marygold common stock. No derivative securities were involved and no other changes in beneficial ownership were reported in the filing.
The Marygold Companies, Inc. (NYSE American: MGLD) has signed a Stock Purchase Agreement dated June 19, 2025 to divest 100% of its Canadian security-services subsidiary, Brigadier Security Systems (2000) Ltd., to SKCAL LLC for a total consideration of $2.22 million.
The buyer, SKCAL LLC, is wholly owned by director and 11 % shareholder Scott Schoenberger, making the transaction a related-party deal. Independent board members reviewed a third-party valuation of Brigadier and approved the sale; the audit committee will maintain oversight until closing.
Payment structure:
- $220,000 within three business days of agreement signing
- $1,000,000 on the scheduled closing date of July 1, 2025
- $1,000,000 on September 1, 2025, subject to upward or downward adjustment based on Brigadier’s final June 30, 2025 balance sheet and collectability of receivables
The Agreement contains customary representations, covenants and indemnities, and may be terminated by either party for uncured breaches, failure of closing conditions, or material adverse changes. No termination penalties apply.
Marygold’s management states that Brigadier does not meet the significance thresholds under Regulation S-X, and the divestiture is consistent with the company’s strategy to concentrate resources on its financial-services segment. Proceeds are expected to be used to pay down corporate debt and for general corporate purposes.
A press release announcing the transaction was issued on June 20, 2025 and furnished as Exhibit 99.1. The full Stock Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K.
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