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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): November 6, 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
November 6, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month period ended
September 30, 2026. 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 November 6, 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:
November 9, 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
First Fiscal Quarter Ended September 30, 2026
San
Clemente, Calif., November 6, 2026 – The Marygold Companies, Inc. (the “Company” or “Marygold”) (NYSE
American: MGLD), a global holding firm with a focus on financial services, today reported financial results for its first fiscal quarter
ended September 30, 2026.
Revenue
for the three months ended September 30, 2026 rose to $9.4 million, excluding $1.5 million in revenue from the Company’s New Zealand
subsidiaries which have been classified as discontinued operations, as compared with $5.2 million for the three months ended September
30, 2025.
Marygold
reported net income from continuing operations of $1.7 million for the most recent fiscal first quarter versus a net loss from continuing
operations of $0.5 million in last year’s first quarter. Net income for the fiscal 2027 first quarter amounted to $1.8 million,
equal to $0.04 per share, compared with a net loss of $0.4 million, or $0.01 per share, a year ago.
The
Company’s balance sheet remained strong at the close of the fiscal 2027 first quarter, with cash and cash equivalents of $4.5 million;
total assets of $25.4 million, and total stockholders’ equity of $20.9 million, all improved since the prior fiscal year-end.
David
Neibert, Chief Operations Officer, said, “Revenues and income increased significantly for the first quarter, primarily reflecting
the increased activity in energy related ETFs, due in part to the Iran war. Our other non-financial services operations, including discontinued
operations in New Zealand, were also profitable during the first quarter. However, our UK investment advisory businesses recorded a net
loss of $0.1 million for the quarter as compared with a net loss of $0.4 million for the prior year quarter, showing a significant reduction
in expenses associated with the mobile fintech banking app now on pause.
“The
Company’s largest operating unit, USCF Investments, delivered strong growth during the first quarter, with revenue nearly doubling
to $8.4 million from $4.3 million a year ago. The increase is attributed primarily to the increase in average assets under management,
which also nearly doubled to $5.5 billion from $2.9 billion in the prior year quarter. The growth reflected energy price volatility associated
with geopolitical events in the Middle East and Eastern Europe, as well as economic uncertainty affecting inventory and demand.”
Nicholas
Gerber, Chief Executive Officer, added, “During the quarter, the Company announced it had entered into a definitive merger agreement
under which funds managed by Madison Dearborn Partners will acquire all of the outstanding shares of The Marygold Companies for $2.00
per share, representing a premium of 100% over the Company’s closing share price on September 24, 2026, the day before the agreement
was announced. The transaction is expected to close during the first half of 2027, or earlier, upon satisfaction of a number of closing
conditions that are usual and customary for transactions of this nature.”
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. These entities are now classified as “Discontinued Operations” in our Condensed Consolidated Financial Statements.
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.
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 transaction under which funds managed by Madison Dearborn
Partners will acquire all of the outstanding shares of The Marygold Companies, 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 |
(Financial
Tables Follow)
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands, except per share data)
(unaudited)
| | |
September 30, 2026 | | |
June 30, 2026 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 4,484 | | |
$ | 2,880 | |
| Accounts receivable, net (of which $2,871 and $2,684, respectively, due from related parties) | |
| 3,192 | | |
| 2,892 | |
| Inventories | |
| 941 | | |
| 1,051 | |
| Prepaid income tax and tax receivable | |
| 300 | | |
| 814 | |
| Investments, at fair value | |
| 8,109 | | |
| 7,848 | |
| Assets held for sale | |
| 2,478 | | |
| 2,517 | |
| Other current assets | |
| 567 | | |
| 513 | |
| Total current assets | |
| 20,071 | | |
| 18,515 | |
| | |
| | | |
| | |
| Operating lease right-of-use assets | |
| 304 | | |
| 429 | |
| Deferred tax assets, net | |
| 3,599 | | |
| 3,599 | |
| Other assets | |
| 1,434 | | |
| 1,436 | |
| Total assets | |
$ | 25,408 | | |
$ | 23,979 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 3,377 | | |
$ | 3,364 | |
Lease liabilities, current portion | |
| 232 | | |
| 314 | |
| Liabilities associated with assets held for sale | |
| 758 | | |
| 921 | |
| Total current liabilities | |
| 4,367 | | |
| 4,599 | |
| | |
| | | |
| | |
| Lease liabilities, net of current portion | |
| 109 | | |
| 154 | |
| Total liabilities | |
| 4,476 | | |
| 4,753 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both September 30, 2026 and June 30, 2026 | |
| - | | |
| - | |
| Common stock, $0.001 par value; 900,000 shares authorized; 42,760 and 42,712 shares issued and outstanding at September 30, 2026 and June 30, 2026, respectively | |
| 42 | | |
| 42 | |
| Additional paid-in capital | |
| 15,359 | | |
| 15,270 | |
| Accumulated other comprehensive (loss) income | |
| (49 | ) | |
| 87 | |
| Retained earnings | |
| 5,580 | | |
| 3,827 | |
| Total stockholders’ equity | |
| 20,932 | | |
| 19,226 | |
| Total liabilities and stockholders’ equity | |
$ | 25,408 | | |
$ | 23,979 | |
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
thousands, except per share data)
(unaudited)
| | |
Quarters
Ended September 30, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenue | |
| | | |
| | |
| Fund management - related party | |
$ | 8,404 | | |
$ | 4,329 | |
| Beauty products | |
| 792 | | |
| 671 | |
| Financial services | |
| 160 | | |
| 208 | |
| Revenue | |
| 9,356 | | |
| 5,208 | |
| | |
| | | |
| | |
| Cost of revenue | |
| 403 | | |
| 301 | |
| | |
| | | |
| | |
| Gross profit | |
| 8,953 | | |
| 4,907 | |
| | |
| | | |
| | |
| Operating expense | |
| | | |
| | |
Fund operations | |
| 2,448 | | |
| 1,525 | |
| Salaries and compensation | |
| 2,391 | | |
| 2,330 | |
| General and administrative expense | |
| 1,501 | | |
| 1,942 | |
| Marketing and advertising | |
| 752 | | |
| 475 | |
| Total operating expenses | |
| 7,092 | | |
| 6,272 | |
| | |
| | | |
| | |
| Income (loss) from continuing operations | |
| 1,861 | | |
| (1,365 | ) |
| | |
| | | |
| | |
| Other income: | |
| | | |
| | |
| Interest and dividend income | |
| 88 | | |
| 84 | |
| Other income, net | |
| 199 | | |
| 666 | |
| Total other income, net | |
| 287 | | |
| 750 | |
| | |
| | | |
| | |
| Income (loss) from continuing operations before income taxes | |
| 2,148 | | |
| (615 | ) |
| | |
| | | |
| | |
| (Provision) benefit from income taxes | |
| (473 | ) | |
| 153 | |
| | |
| | | |
| | |
| Net income (loss) from continuing operations | |
| 1,675 | | |
| (462 | ) |
| | |
| | | |
| | |
| Net income from discontinued operations (see Note 3) | |
| 78 | | |
| 106 | |
| | |
| | | |
| | |
| Net income (loss) | |
$ | 1,753 | | |
$ | (356 | ) |
| | |
| | | |
| | |
| Weighted average shares of common stock | |
| | | |
| | |
| Basic | |
| 42,973 | | |
| 42,959 | |
Diluted | |
| 42,977 | | |
| 42,959 | |
| | |
| | | |
| | |
| Net income (loss) from continuing operations per common share – basic and diluted | |
$ | 0.04 | | |
$ | (0.01 | ) |
Net income (loss) per common share – basic and diluted | |
$ | 0.04 | | |
$ | (0.01 | ) |
