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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 22, 2026
The
Marygold Companies, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41318 |
|
90-1133909 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
120
Calle Iglesia
Unit
B
San
Clemente, CA 92672
(Address
of Principal Executive Offices and Zip Code)
(949)
218-8542
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
MGLD |
|
NYSE
American LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement
On
September 22, 2026, The Marygold Companies, Inc., a Nevada corporation (“Company”), through its wholly owned subsidiary,
Gourmet Foods Limited, a New Zealand corporation (“Gourmet Foods”), and Gourmet Foods’ wholly owned subsidiary, Printstock
Products Limited, a New Zealand corporation (“Printstock”), entered into a definitive Agreement for Sale and Purchase of
a Business (the “Agreement”) with TAG Investments Limited, a New Zealand limited corporation located in Auckland, New Zealand
(“TAG”), pursuant to which Printstock agreed to sell substantially all assets comprising the Printstock business to TAG.
Pursuant to the Agreement, TAG will pay Printstock a cash purchase price of NZ$2,450,000 (approximately US$1,400,000) in exchange for
all personal property, plant equipment, office fixtures, inventory and intangible assets of Printstock. The total cash proceeds from
the sale will be determined at the time of closing based on the actual value of stock in trade as determined by a joint stock-take.
The
Agreement provides for TAG’s due diligence and finance conditions to be satisfied within 20 working days after the Agreement date
and requires the landlord’s written consent to the assignment of the lease within 10 working days after the later of those conditions
being satisfied or waived. Upon the Agreement becoming unconditional, TAG will deposit NZ$245,000, equal to 10% of the Purchase Price,
with Public Trust as stakeholder, to be credited to the Purchase Price at closing and subject to forfeiture to Printstock if TAG fails
to settle under the Agreement. Closing is expected on November 20, 2026 at 8:30 a.m., subject to satisfaction or waiver of the foregoing
conditions and acceptance of final closing deliverables.
The
Agreement includes a five-year post-closing restraint of trade in New Zealand under which Printstock and its covenantors, Bryce Cole,
David Neibert and Nicholas Gerber, agree not to compete directly or indirectly with the Business; David Neibert and Nicholas Gerber are
Company officers.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Statements
regarding the proposed transaction, expected closing, satisfaction or waiver of conditions, and anticipated purchase price and proceeds
are forward-looking and subject to risks and uncertainties, including the risk that the transaction will not close on the anticipated
terms or timeline and the other risks described in the Company’s SEC filings. Actual results may differ materially, and the Company
undertakes no obligation to update these statements except as required by law.
Item
7.01 Regulation FD Disclosure
On
September 24, 2026, the Company issued a press release announcing the entry into the Agreement, which is furnished as Exhibit 99.1 to
this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Agreement for Sale and Purchase of a Business, dated September 22, 2026, by and between Printstock Products Limited and TAG Investments Limited. |
| |
|
|
| 99.1 |
|
Press Release of The Marygold Companies, Inc. Dated September 24, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
September 24, 2026 |
THE
MARYGOLD COMPANIES, INC. |
| |
|
|
| |
By: |
/s/
Nicholas D. Gerber |
| |
|
Nicholas
D. Gerber |
| |
|
Chief
Executive Officer (Principal Executive Officer) |
Exhibit
99.1
The
Marygold Companies’ Subsidiary, Gourmet Foods,
Signs
Definitive Agreement to Sell Printstock Business Unit
-Transaction
is in Keeping with Corporate Strategy of Focusing on Financial Services Sector-
San
Clemente, Calif., September 24, 2026 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified
global holding firm with a focus on financial services, today announced that its wholly owned subsidiary, Gourmet Foods Limited, has
entered into a definitive agreement to sell its Printstock Products Limited (“Printstock”) business unit to TAG Investments
Limited, a New Zealand-based private investment firm, in a cash transaction valued at a minimum of NZ$2,450,000 with final cash proceeds
to be determined at closing. The proposed transaction is structured as an asset sale.
Based
in Napier, New Zealand, Printstock is a digital printer of custom food packaging products for brands predominantly distributed in New
Zealand. The proposed transaction is expected to be completed on or about November 20, 2026. It is subject to customary closing conditions,
including, but not limited to, due diligence, assignment of the lease and closing inventory valuations.
“The
transaction is in keeping with our corporate transformation and initiative to focus on our financial services sector, which today represents
more than half of the Company’s consolidated revenues,” said Nicholas Gerber, Chief Executive Officer. “We expect to
record a gain on the sale as the transaction reflects the success of our original investment in 2020. Printstock is a finely run company
and has brought value to our shareholders during our time of ownership. The experienced management team and staff at Printstock are expected
to continue with the new owner, and we wish them the best of success.”
The
Marygold Companies acquired Gourmet Foods in 2015. It is a commercial-scale bakery that produces and distributes iconic meat pies and
pastries throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies. Gourmet Foods acquired Printstock Products
at the onset of the COVID-19 pandemic in 2020 and utilized the printing capacity to individually wrap all of their product offerings
in compliance with government health regulation requirements. Gourmet Foods is presently listed on the Consolidated Financial Statements
of the Company as Discontinued Operations due to its status as an entity held for sale. During this period where new ownership is sought,
Gourmet Foods will continue to operate normally as a going concern and with the full support of The Marygold Companies.
About
The Marygold Companies, Inc.
The
Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries
in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co.,
Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices
and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may” “will,” “could,” “should” “believes,” “predicts,”
“potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such
forward-looking statements, including, but not limited to, completion of the sale of Gourmet Foods’ Printstock business unit, involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently,
you should not rely on these forward-looking statements as predictions of future events. Readers should refer to the further detail of
the risks disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Company’s
other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company
disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press
release.
Media and investors, for more information, contact:
Roger S. Pondel
PondelWilkinson
310-279-5965
rpondel@pondel.com
Contact the Company:
David Neibert,
Chief Operations Officer
949-218-8542
dneibert@themarygoldcompanies.com
