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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): February 5, 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
2.02 Results of Operations and Financial Condition.
On
February 5, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month and six month
periods ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Pursuant
to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this
Item 2.02 have been 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 liability under that section, nor shall they be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing regardless of any general incorporation language.
Item
9.01 Financial Statements and Exhibits.
| |
99.1 |
Earnings Press Release Dated February 5, 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:
February 10, 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 Reports Financial Results
For
its Second Fiscal Quarter Ended December 31, 2025
San
Clemente, Calif., February 5, 2026 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a global
holding firm with a focus on financial services, today reported financial results for its second fiscal quarter ended December 31, 2025.
Revenue
for the three months ended December 31, 2025, amounted to $7.6 million, compared with the prior year period, when revenues were $8.0
million and which also included $0.6 million from Brigadier Security Systems (2000) Ltd. (“Brigadier”), a wholly owned subsidiary
that was sold in July 2025 for $2.5 million. The Company’s net loss for the quarter was $0.6 million as compared with a net loss
of $1.7 million for the second quarter of the prior fiscal year. The $1.1 million improvement in performance, or a loss of $0.01 per
share as compared with $0.04 per share, is attributed to significant expense reductions in the fintech development and marketing expenses,
along with the elimination of interest-bearing debt service.
Revenue
for the six months ended December 31, 2025, totaled $14.6 million, compared with $15.9 million for the prior year period, which included
$1.3 million from Brigadier. The Company’s net loss for the first half of fiscal year 2026 was $0.9 million compared to a net loss
of $3.3 million in the prior year period. The improvement from posting a net loss of $0.08 per share a year ago to a net loss of $0.02
per share for the most recent period is attributed to the same factors as experienced in the three-month results, coupled with a $0.5
million gain on the sale of Brigadier.
Marygold’s
balance sheet remained strong at the close of the fiscal 2026 second quarter. Cash and cash equivalents amounted to $4.1 million, with
total assets of $27.8 million, total stockholders’ equity of $22.7 million and no debt.
“Results
for the second quarter showed marked improvement over the prior year period, reflecting strategies management has taken to sharply reduce
operating losses. We curtailed further development costs of our proprietary mobile fintech app and closely controlled expenses throughout
the Company,” said David Neibert, Chief Operations Officer. “During the second quarter, we were pleased to have launched
a new ETF (Ticker: WTIB) that is now trading on the NYSE Arca exchange. We are also assessing the viability of our mobile fintech app
in the U.K., which showed modest growth during the quarter. We are pleased to report that our Original Sprout subsidiary was profitable
for the second consecutive quarter, which was something we did not see last year. Management is dedicated to continuing these steps toward
profitable operations on a consolidated basis throughout this fiscal year.”
Nicholas
Gerber, Chief Executive Officer, added, “Our focus remains on growing in the financial services sector, which we know well and
believe provides scalable, recurring revenue and strong long-term growth, driven by data, technology and customer trust. Concentrating
our resources in financial services allows us to leverage our core capabilities, while adding value and maximizing long-term returns
for our shareholders.”
Business
Units
The
Company’s USCF Investments subsidiary, https://www.uscfinvestments.com/, acquired in 2016 and based in Walnut Creek,
Calif., serves as manager, operator or investment adviser to 16 exchange traded products, structured as limited partnerships or investment
trusts that issue shares trading on the NYSE Arca.
Gourmet
Foods, https://gourmetfoodsltd.co.nz/, acquired in 2015, 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. Acquired by Gourmet Foods in
2020, Printstock Products Limited, https://www.printstock.co.nz, is a printer of specialized food wrappers and is located in Napier,
New Zealand.
San
Clemente, Calif.-based Original Sprout, www.originalsprout.com, acquired in 2017, produces a full line of hair and skin
care products distributed throughout the U.S. and in many regions throughout the world.
Marygold
& Co. (UK) Limited, https://marygoldandco.uk/, was established in the U.K. in 2021 and operates through two U.K.-based
investment advisory business units: Marygold & Co Limited (fka/Tiger Financial and Asset Management), acquired in 2022, http://www.tfam.co.uk/,
and Step-by-Step Financial Planners, acquired in 2024, https://www.sbsfp.co.uk/, that manage clients’ financial wealth across
a diverse product range. They also offer individuals and businesses in the U.K. a mobile fintech app that provides a high interest rate
on deposits and intuitive money management tools.
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, positioning the Company for a return to operating profitability, 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
Inc.
310-279-5965
rpondel@pondel.com
Contact
the Company:
David
Neibert, Chief Operations Officer
949-218-8542
dneibert@themarygoldcompanies.com
Financial
tables follow:
THE
MARYGOLD COMPANIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands, except per share data)
(unaudited)
| | |
December 31, 2025 | | |
June 30, 2025 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 4,122 | | |
$ | 5,005 | |
| Accounts receivable, net (of which $1,577 and $1,281, respectively, due from related parties) | |
| 2,276 | | |
| 2,361 | |
| Inventories | |
| 1,798 | | |
| 2,001 | |
| Prepaid income tax and tax receivable | |
| 1,144 | | |
| 783 | |
| Investments, at fair value | |
| 7,465 | | |
| 7,829 | |
| Other current assets | |
| 611 | | |
| 1,067 | |
| Total current assets | |
| 17,416 | | |
| 19,046 | |
| | |
| | | |
| | |
| Restricted cash | |
| 12 | | |
| 63 | |
| Property and equipment, net | |
| 440 | | |
| 1,038 | |
| Operating lease right-of-use assets | |
| 1,003 | | |
| 984 | |
| Goodwill | |
| 2,270 | | |
| 2,481 | |
| Intangible assets, net | |
| 903 | | |
| 1,029 | |
| Deferred tax assets, net | |
| 3,440 | | |
| 3,440 | |
| Other assets | |
| 2,315 | | |
| 2,339 | |
| Total assets | |
$ | 27,799 | | |
$ | 30,420 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 3,506 | | |
$ | 3,831 | |
| Lease liabilities, current portion | |
| 711 | | |
| 556 | |
| Advance from buyer | |
| - | | |
| 720 | |
| Purchase consideration payable, current portion | |
| 253 | | |
| 257 | |
| Notes payable, current portion | |
| - | | |
| 1,268 | |
| Total current liabilities | |
| 4,470 | | |
| 6,632 | |
| | |
| | | |
| | |
| Lease liabilities, net of current portion | |
| 420 | | |
| 580 | |
| Deferred tax liabilities, net | |
| 221 | | |
| 221 | |
| Total long-term liabilities | |
| 641 | | |
| 801 | |
| Total liabilities | |
| 5,111 | | |
| 7,433 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both December 31, 2025 and June 30, 2025 | |
| - | | |
| - | |
| Common stock, $0.001 par value; 900,000 shares authorized; 42,811 and 42,818 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively | |
| 42 | | |
| 42 | |
| Additional paid-in capital | |
| 15,276 | | |
| 15,167 | |
| Accumulated other comprehensive income (loss) | |
| 104 | | |
| (420 | ) |
| Retained earnings | |
| 7,266 | | |
| 8,198 | |
| Total stockholders’ equity | |
| 22,688 | | |
| 22,987 | |
| Total liabilities and stockholders’ equity | |
$ | 27,799 | | |
$ | 30,420 | |
THE
MARYGOLD COMPANIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
thousands, except per share data)
(unaudited)
| | |
Three Months Ended December 31, | | |
Six Months Ended December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
| | | |
| | | |
| | | |
| | |
| Fund management - related party | |
$ | 4,565 | | |
$ | 4,685 | | |
$ | 8,894 | | |
$ | 9,276 | |
| Food products | |
| 1,651 | | |
| 1,688 | | |
| 3,407 | | |
| 3,510 | |
| Beauty products | |
| 1,159 | | |
| 832 | | |
| 1,830 | | |
| 1,430 | |
| Security systems | |
| - | | |
| 585 | | |
| - | | |
| 1,274 | |
| Financial services | |
| 268 | | |
| 214 | | |
| 476 | | |
| 423 | |
| Revenue | |
| 7,643 | | |
| 8,004 | | |
| 14,607 | | |
| 15,913 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| 1,987 | | |
| 2,076 | | |
| 3,586 | | |
| 4,203 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 5,656 | | |
| 5,928 | | |
| 11,021 | | |
| 11,710 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expense | |
| | | |
| | | |
| | | |
| | |
| Salaries and compensation | |
| 2,622 | | |
| 2,947 | | |
| 5,091 | | |
| 6,094 | |
| General and administrative expense | |
| 1,700 | | |
| 2,361 | | |
| 3,755 | | |
| 4,926 | |
| Fund operations | |
| 1,450 | | |
| 1,566 | | |
| 2,976 | | |
| 2,978 | |
| Marketing and advertising | |
| 459 | | |
| 738 | | |
| 944 | | |
| 1,407 | |
| Depreciation and amortization | |
| 56 | | |
| 142 | | |
| 150 | | |
| 301 | |
| Total operating expenses | |
| 6,287 | | |
| 7,754 | | |
| 12,916 | | |
| 15,706 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (631 | ) | |
| (1,826 | ) | |
| (1,895 | ) | |
| (3,996 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest and dividend income | |
| 127 | | |
| 1,064 | | |
| 212 | | |
| 1,215 | |
| Interest expense | |
| (1 | ) | |
| (362 | ) | |
| (70 | ) | |
| (393 | ) |
| Gain on sale of Brigadier | |
| - | | |
| - | | |
| 521 | | |
| - | |
| Other (expense) income, net | |
| (59 | ) | |
| (1,105 | ) | |
| 159 | | |
| (1,124 | ) |
| Total other income (expense), net | |
| 67 | | |
| (403 | ) | |
| 822 | | |
| (302 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (564 | ) | |
| (2,229 | ) | |
| (1,073 | ) | |
| (4,298 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for (benefit from) income taxes | |
| (12 | ) | |
| 482 | | |
| 141 | | |
| 966 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (576 | ) | |
$ | (1,747 | ) | |
$ | (932 | ) | |
$ | (3,332 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares of common stock | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 42,863 | | |
| 40,863 | | |
| 42,951 | | |
| 40,855 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.02 | ) | |
$ | (0.08 | ) |