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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 24, 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 (17 CFR 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 12b-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 25, 2026, The Marygold Companies, Inc., a Nevada corporation (the “Company”) (NYSE American: MGLD), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Flower AcquireCo, LLC, a Delaware limited liability company
(“Parent”), and Flower Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”).
Parent is controlled by funds managed by Madison Dearborn Partners, LLC (“MDP”), a private equity investment firm based in
Chicago.
Pursuant
to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of
Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each outstanding share of
common stock, par value $0.001 per share, of the Company (“Company Common Stock”) (other than shares held by the Company
as treasury shares, shares owned by Parent or Merger Sub, and certain rollover shares) will be cancelled and converted into the right
to receive $2.00 per share in cash, without interest (the “Per Share Price”). The Per Share Price represents a premium of
approximately 100% over the Company’s closing share price on September 24, 2026. In addition, at the Effective Time, each outstanding
share of Series A Convertible, Voting, Preferred Stock and Series B Convertible, Voting, Preferred Stock of the Company (collectively,
the “Company Preferred Stock”) will be cancelled and converted into the right to receive cash equal to the product of the
Per Share Price and the number of shares of Company Common Stock into which such preferred stock is convertible. Upon completion of the
Merger, the Company will become a privately held company and its common stock will no longer be listed on the NYSE American LLC. Parent
has obtained equity financing commitments from MDP in connection with the Merger. The consummation of the Merger is not subject to a
financing condition.
At
the Effective Time, each outstanding option to purchase shares of Company Common Stock with an exercise price less than the Per Share
Price will be cancelled and converted into the right to receive cash equal to the product of the number of shares subject to such option
and the excess of the Per Share Price over the exercise price per share, less applicable withholdings. Each outstanding option with an
exercise price equal to or greater than the Per Share Price and each outstanding warrant with an exercise price equal to or greater than
the Per Share Price will be cancelled for no consideration. Each outstanding restricted stock award will be cancelled and converted into
the right to receive cash equal to the product of the number of shares subject to such award and the Per Share Price, less applicable
withholdings.
The
board of directors of the Company (the “Board”) delegated authority to the Audit Committee of the Board (the “Special
Committee”), consisting solely of independent and disinterested directors, to consider, review, evaluate and negotiate the potential
acquisition of the Company and make a recommendation to the Board. Both the Special Committee and the Board unanimously determined that
the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the interests of
the Company, adopted and approved the Merger Agreement, and recommended that the stockholders of the Company approve the Merger Agreement.
Pursuant
to Nevada Revised Statutes 92A.390, holders of shares of Company Common Stock and Company Preferred Stock will not have or be entitled
to assert dissenter’s rights or any other rights of appraisal in connection with the Merger.
Consummation
of the Merger is subject to customary closing conditions, including: (i) the approval of the Merger Agreement by the holders of a majority
of the voting power of the outstanding shares of the Company’s capital stock entitled to vote (the “Requisite Stockholder
Approval”); (ii) the absence of any order or law prohibiting the Merger; (iii) the expiration of the 20-calendar-day period following
the mailing of the definitive information statement to the Company’s stockholders; (iv) certain fund board and, where applicable,
fund shareholder approvals and related regulatory approvals and consents; (v) the accuracy of the representations and warranties of the
parties (subject to customary materiality qualifiers); (vi) performance by the parties of their respective covenants and obligations;
(vii) receipt of specified approvals relating to the wind-down of certain funds; (viii) receipt of applicable approval from the U.K.
Financial Conduct Authority for the divestiture of certain U.K. subsidiaries; and (ix) certain other customary conditions.
The
Merger Agreement contains customary representations, warranties and covenants of the parties. The Company has agreed, among other things,
to operate its business in the ordinary course during the period between the signing and closing and to comply with customary non-solicitation
restrictions on its ability to solicit alternative acquisition proposals. Prior to the Company’s receipt of the Requisite Stockholder
Approval, the Merger Agreement permitted the Board, under certain circumstances, to change its recommendation in response to a superior
proposal or intervening event.
The
Merger Agreement may be terminated under certain circumstances, including by either Parent or the Company, if the Closing has not occurred
on or before June 7, 2027 (the “Termination Date”), subject to a possible extension, and by the Board prior to the receipt
of the Requisite Stockholder Approval in order to enter into a definitive agreement providing for a superior proposal. In certain circumstances,
the Company would be required to pay Parent a termination fee of approximately $2.6 million.
Concurrently
with the execution of the Merger Agreement, certain stockholders of the Company, including Nicholas Gerber, who collectively beneficially
own approximately 75% of the voting power of the Company’s outstanding shares, entered into voting and support agreements with
Parent and the Company (each, a “Voting and Support Agreement” and, collectively, the “Voting and Support Agreements”),
pursuant to which such stockholders have agreed to vote their shares in favor of the Merger, subject to customary exceptions. The foregoing
description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by the full text of
the form of Voting and Support Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Shortly
following the execution and delivery of the Merger Agreement, on September 25, 2026, stockholders who collectively beneficially own approximately
75% of the voting power of the Company’s outstanding shares delivered a written stockholder consent approving the Merger Agreement
and the transactions contemplated thereby, including the Merger. Such written stockholder consent constitutes the Requisite Stockholder
Approval. Accordingly, the condition to the consummation of the Merger relating to receipt of the Requisite Stockholder Approval has
been satisfied and the exceptions to the non-solicitation covenant related to alternative acquisition proposals, including the right
of the Company in certain circumstances to terminate the Merger Agreement in order to accept a superior proposal, has expired.
In
connection with the Merger, the Company will file an information statement on Schedule 14C under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which will be mailed to the Company’s stockholders who did not execute the written
consent.
The
transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of the closing conditions described above.
The
foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.
The
Merger Agreement and the above description have been included to provide investors and stockholders with information regarding the terms
of the Merger Agreement. They are not intended to provide any other factual information about the Company, Parent or Merger Sub. The
representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement, were solely
for the benefit of the parties, may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with
this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with
any other factual information regarding the Company, its subsidiaries, Parent, Merger Sub or their respective businesses. Investors should
not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts
or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates.
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
September 24, 2026, the Board of Directors (the “Board”) of The Marygold Companies, Inc. (the “Company”) adopted
and approved the First Amendment (the “Bylaws Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”),
which became effective immediately. The Bylaws Amendment, among other things:
| ● | Adds
provisions providing indemnification to the Company’s directors and officers as permitted
under applicable Nevada law (Sections 5.1 through 5.12); |
| ● | Adds
forum selection provisions providing that the Eighth Judicial District Court of the State
of Nevada in Clark County, Nevada will be the exclusive forum for internal actions (as defined
in Nevada Revised Statutes 78.046) and other internal corporate affairs actions and claims
as to which Nevada law confers jurisdiction on the Nevada district courts, and that the federal
district courts of the United States will be the exclusive forum for claims arising under
the Securities Act of 1933, as amended (Section 9.4); |
| ● | Adds
a provision providing that, to the fullest extent permitted by law, each stockholder of the
Company will be deemed to have notice of and to have consented to the Company’s articles
of incorporation, the Company’s bylaws, and any amendment thereto (Article XI); and |
| ● | Adds
a provision opting out of Nevada Revised Statutes 78.378 to 78.3793, inclusive (or any successor
statutes thereto), relating to acquisitions of controlling interests in the Company, such
that these statutes do not apply to the Company or to any acquisition of any shares of the
Company’s capital stock (Article XII). |
The
Company also entered into indemnification agreements with its directors and certain senior officers on customary terms.
The
foregoing description of the changes to the Bylaws as set forth in the Bylaws Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Bylaws Amendment, which is included as Exhibit 3.1 hereto and is incorporated herein
by reference.
Item
7.01 Regulation FD Disclosure
On
September 25, 2026, the Company issued a press release announcing the entry into the Merger 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.
Additional
Information and Where to Find It
The
Company intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary written information statement
on Schedule 14C, followed by a definitive written information statement on Schedule 14C, relating to the Merger and the other transactions
contemplated by the Merger Agreement. If required by applicable law, the Company, Parent, Merger Sub and/or other applicable filing persons
may also file other transaction-related filings with the SEC. Investors and stockholders are urged to read the information statement
and any other transaction-related filings, including any amendments or supplements, carefully when they become available, because they
will contain important information about the Merger and the other transactions contemplated by the Merger Agreement. Investors and stockholders
may obtain free copies of these materials, when available, and other documents filed by the Company with the SEC through the SEC’s
website at www.sec.gov. Free copies will also be available from the Company upon request and, when available, on the Company’s
website at www.themarygoldcompanies.com.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements
include, among other things, statements regarding the proposed Merger and the other transactions contemplated by the Merger Agreement;
the expected timing of the closing of the Merger, including the expectation that the Merger will close during the first half of 2027
or earlier; the satisfaction or waiver of closing conditions; the receipt of regulatory approvals and other consents; the preparation,
filing, review, amendment, supplement and dissemination of the information statement and any other transaction-related filings; the anticipated
benefits of the Merger; and the anticipated delisting of the Company Common Stock from the NYSE American LLC and deregistration of the
Company’s common stock under the Exchange Act following consummation of the Merger. These statements generally are identified by
words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,”
“could,” “may,” “will,” “should,” and similar expressions, although not all forward-looking
statements contain these words. Forward-looking statements are based on current expectations and are subject to risks and uncertainties,
including the failure to obtain required approvals or consents; the failure to satisfy or waive the conditions to closing; the failure
to consummate the Merger on the anticipated terms or timeline, or at all; the possibility that the information statement or other transaction-related
filing may not be filed, disseminated or effective as anticipated; the occurrence of events that could give rise to termination of the
Merger Agreement; the possibility of litigation relating to the Merger; and other risks and uncertainties described in the risk factors
and other cautionary statements contained in the Company’s filings with the SEC, including its Annual Report on Form 10-K, subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the information statement or other transaction-related filings
when filed. Actual results may differ materially from those expressed or implied by these forward-looking statements. The forward-looking
statements speak only as of the date made, and the Company undertakes no obligation to update or revise any forward-looking statements,
except as may be required by applicable law.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger, dated as of September 25, 2026, by and among Flower AcquireCo, LLC, Flower Merger Sub, Inc. and The Marygold Companies, Inc.* |
| |
|
|
| 3.1 |
|
First Amendment to the Amended and Restated Bylaws of The Marygold Companies, Inc. |
| |
|
|
| 10.1 |
|
Form of Voting and Support Agreement |
| |
|
|
| 99.1 |
|
Press Release of The Marygold Companies, Inc. Dated September 25, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.
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 28, 2026 |
THE
MARYGOLD COMPANIES, INC. |
| |
|
|
| |
By: |
/s/
Nicholas D. Gerber |
| |
|
Nicholas
D. Gerber |
| |
|
Chief
Executive Officer (Principal Executive Officer) |
Exhibit
99.1
Madison
Dearborn Partners Announces Definitive Agreement to Acquire The Marygold Companies
Marygold
Stockholders to Receive $2.00 Per Share in Cash, a 100% Premium to the Unaffected Share Price
Transaction
to Provide Capital Investment in USCF, a Wholly-Owned Subsidiary of Marygold, to Support Continued Growth and Product Excellence
Incoming
CEO of Marygold, Tim Rotolo, to Partner with MDP and USCF Leadership to Scale ETF Platform
CHICAGO,
IL & SAN CLEMENTE, CA – September 25, 2026 – Madison Dearborn Partners (“MDP” or “the Firm”),
a leading private equity investment firm based in Chicago, today announced that funds managed by MDP have entered into a definitive agreement
to acquire all of the outstanding shares of The Marygold Companies, Inc. (NYSE American: MGLD) (“Marygold” or “the
Company”), a global holding firm specializing in financial services, food manufacturing, printing, and beauty products, to become
a privately held company in an all-cash transaction.
Under
the terms of the agreement, Marygold stockholders will receive $2.00 per share in cash. The per share purchase price represents a premium
of 100% over the Company’s closing share price on September 24, 2026.
Marygold
is the holding company of USCF, a leading commodity-focused ETF manager with ~$6 billion in AUM across a broad offering of exchange-traded
funds. USCF’s products and funds are liquid and actively traded, serving a diverse array of institutional and retail clients with
category-defining positions in oil, natural gas, copper, broad commodity index, and equity income solutions: asset classes with strong
structural demand and geopolitical relevance. Following the close of the transaction and at the appropriate time, MDP and Marygold leaders
will execute on the Company’s previously announced transformation strategy to refocus the business on USCF.
MDP
is partnering with seasoned fund management veteran and investment professional Tim Rotolo, who brings more than 15 years of on-the-ground
experience in ETFs, public markets, and institutional capital raising. Mr. Rotolo has also launched and scaled two separate thematic
ETF platforms, including URNM, a uranium mining ETF which grew to more than $1 billion and was subsequently sold to Sprott Asset Management.
“The
Marygold and USCF teams have built an industry-leading platform, and I’m delighted to take on this role at an inflection point
for our industry,” said Tim Rotolo, incoming CEO of Marygold. “With the capital and strategic support of MDP, I am confident
in our ability to continue to improve, scale, and grow USCF to the benefit of its diverse client base, while maintaining operational
continuity and the client-first approach that built USCF into a leader in commodity ETFs.”
MDP’s
investment in the Company will provide long-term capital, resources, and strategic support, leveraging the Firm’s proven expertise
in financial services, to advance product innovation, distribution, and marketing strategies for USCF. MDP and Tim Rotolo, in close partnership
with USCF’s deep bench of experienced investment professionals, will build on USCF’s robust foundation, with a focus on operational
excellence, product optimization, strong sub-advisory relationships, and client empowerment.
“We
have a strong track record of identifying well-positioned, innovative fund management platforms and working closely with management and
our industry partners to help them reach the next stage in their growth journey,” said Scott Grace, Managing Director at MDP. “USCF
has all the prerequisites for success: deep industry knowledge, a seasoned and experienced team, and a highly diversified client base.
With Tim at the helm, we have the utmost confidence that the business is poised for continued growth and success.”
“It’s
been an honor to lead Marygold and witness the incredible transformation of our businesses over the years,” said Nicholas Gerber,
outgoing President, Chief Executive Officer and Chairman of the Board of The Marygold Companies. “On behalf of the Board, I want
to express our support for this transaction, which at closing provides immediate and certain value to our stockholders at a significant
premium. I will be rooting for the Marygold team from the sidelines and know the company is in great hands with Tim as its leader and
the financial and operational support of Madison Dearborn Partners.”
Transaction
Details
The
transaction is expected to close during the first half of 2027 or earlier, upon satisfaction of customary closing conditions, including
the approval of Marygold stockholders, regulatory approvals and certain change-of-control approvals. The Marygold Board has voted unanimously
to approve the transaction.
Certain
stockholders of Marygold, including Nicholas Gerber, who collectively beneficially own approximately 75% of Marygold’s outstanding
shares, have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favor of the transaction
subject to customary exceptions.
Upon
completion of the transaction, Marygold will become a privately held company and its common stock will no longer be listed on the NYSE
American LLC.
Advisors
RBC
Capital Markets served as exclusive financial advisor to MDP and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Morgan, Lewis &
Bockius LLP served as legal advisors to MDP and Tim Rotolo in this transaction. Holland & Hart LLP served as legal advisor to Marygold.
About
Madison Dearborn Partners
Madison
Dearborn Partners, LLC (“MDP”) is a leading private equity investment firm based in Chicago. Since MDP’s formation
in 1992, the firm has raised aggregate capital of more than $36 billion and has completed over 160 platform investments. MDP actively
invests across three dedicated industry verticals, including financial services, healthcare, and technology & government. Drawing
on deep industry and operational expertise, MDP works closely with management teams to drive value creation and operational improvement
across its portfolio. For more information, please visit www.mdcp.com.
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.
About
USCF
USCF
operates on the leading edge of exchange-traded product (ETP) and exchange-traded fund (ETF) innovation. The firm broke new ground with
the launch of the first oil ETP in 2006. Over the next two decades, USCF designed and issued fifteen more ETPs and ETFs across commodity
and equity asset classes. USCF Advisers, LLC, an affiliate of USCF, serves as the investment adviser to the Fund. USCF and its affiliates
currently manage approximately $6 billion in assets from their headquarters in Walnut Creek, California.
Contacts
For
Madison Dearborn Partners
Dana Gorman / Mallory Griffin
H/Advisors – U.S.
mdcp-US@h-advisors.global
212.371.5999
For
The Marygold Companies
Roger S. Pondel
PondelWilkinson
310-279-5965
rpondel@pondel.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, statements regarding the proposed transaction, our ability to consummate the
proposed transaction on the expected timeline or at all, the anticipated benefits of the proposed transaction, and the terms, the impact
of the proposed transaction on our future business, results of operations and financial condition and the scope of the expected financing
in connection with the proposed transaction, 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.
