false
0001005101
0001005101
2026-09-28
2026-09-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 28, 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
7.01 Regulation FD Disclosure.
On
September 28, 2026, The Marygold Companies, Inc., a Nevada corporation (“Marygold” or “Company”) (NYSE American:
MGLD) issued a press release clarifying the previously announced Merger Agreement with Madison Dearborn Partners (“MDP”).
The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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 |
| |
|
|
| 99.1 |
|
Press Release of The Marygold Companies, Inc. Dated September 28, 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 30, 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 Provides Update to Stockholders Regarding Transaction
SAN
CLEMENTE, CALIF. – September 28, 2026 – As previously announced, on September 25, 2026, The Marygold Companies, Inc. (NYSE
American: MGLD) (“Marygold” or the “Company”) entered into a definitive merger agreement (the “Merger Agreement”)
pursuant to which funds managed by Madison Dearborn Partners will acquire all of the outstanding shares of the Company for $2.00 per
share.
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 are advisable, fair to and in the interests of the Company.
The
Merger Agreement was supported by holders of approximately 75% of the voting power of the Company’s outstanding shares. Shortly
following the execution and delivery of the Merger Agreement, those same holders of approximately 75% of the voting power of the Company’s
outstanding shares delivered a written consent approving the Merger Agreement and the transactions contemplated thereby.
Because
the Company has received stockholder approval of the Merger Agreement and the transactions contemplated thereby, under the terms of the
Merger Agreement, the Company is not permitted to respond to or accept alternative acquisition proposals or to terminate the Merger Agreement
to pursue an alternative acquisition proposal.
The
details of the Merger Agreement and related transactions are included in a Form 8-K filed by the Company earlier today. The Merger Agreement
is filed as an exhibit to that Form 8-K.
Prior
to entering into the Merger Agreement, the Company conducted an extensive process to solicit interest from third parties in acquiring
all or part of the Company’s shares and received several proposals. Details of the process undertaken by the Company prior to entering
into the Merger Agreement will be included in the information statement that the Company will file with the Securities and Exchange Commission
and mail to Company stockholders.
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.
For
more information, contact:
Roger
S. Pondel
PondelWilkinson
310-279-5965
rpondel@pondel.com
