MGLD Divests Non-Core Brigadier Subsidiary in $2.22 M Insider Deal

Rhea-AI Filing Summary

The Marygold Companies, Inc. (NYSE American: MGLD) has signed a Stock Purchase Agreement dated June 19, 2025 to divest 100% of its Canadian security-services subsidiary, Brigadier Security Systems (2000) Ltd., to SKCAL LLC for a total consideration of $2.22 million.

The buyer, SKCAL LLC, is wholly owned by director and 11 % shareholder Scott Schoenberger, making the transaction a related-party deal. Independent board members reviewed a third-party valuation of Brigadier and approved the sale; the audit committee will maintain oversight until closing.

Payment structure:

• $220,000 within three business days of agreement signing
• $1,000,000 on the scheduled closing date of July 1, 2025
• $1,000,000 on September 1, 2025, subject to upward or downward adjustment based on Brigadier’s final June 30, 2025 balance sheet and collectability of receivables

The Agreement contains customary representations, covenants and indemnities, and may be terminated by either party for uncured breaches, failure of closing conditions, or material adverse changes. No termination penalties apply.

Marygold’s management states that Brigadier does not meet the significance thresholds under Regulation S-X, and the divestiture is consistent with the company’s strategy to concentrate resources on its financial-services segment. Proceeds are expected to be used to pay down corporate debt and for general corporate purposes.

A press release announcing the transaction was issued on June 20, 2025 and furnished as Exhibit 99.1. The full Stock Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K.

Positive

• $2.22 million divestiture proceeds provide liquidity earmarked for debt reduction and general corporate purposes.
• Strategic focus realignment—sale of non-core security subsidiary aligns resources toward financial-services segment.
• Independent valuation and board approval help validate fairness in a related-party transaction.

Negative

• Related-party nature (buyer is a director and 11 % shareholder) introduces governance and perception risk.
• Deferred $1 million payment plus balance-sheet adjustments expose Marygold to counter-party and timing risk.
• No escrow or break-fee disclosure may leave the company unprotected if the buyer defaults.

Insights

Financial Analyst

TL;DR: Small, related-party divestiture raises governance flag but provides $2.22 m cash to reduce debt and sharpen focus on core fintech strategy.

Transaction scope & proceeds: At $2.22 million, the sale is modest relative to typical public-company thresholds and is not deemed a significant asset under Reg S-X. Nonetheless, it provides tangible liquidity that management intends to deploy toward debt reduction—potentially improving leverage metrics and interest expense.

Strategic fit: Management’s stated aim is to concentrate on financial-services offerings. Divesting a security-services subsidiary aligns with that narrative and should streamline operational focus.

Payment & risk: Only $1.22 million is received by (or before) closing; the final $1 million is contingent on post-closing working-capital adjustments, exposing Marygold to collectability and timing risk. Absence of an escrow magnifies this exposure.

Governance considerations: Because the acquirer is an insider (11 % holder and director), independent director approval and third-party valuation are positive mitigants, yet the appearance of conflict could weigh on investor perception, especially if valuation metrics are not disclosed.

Materiality & outlook: While not transformational, the transaction modestly improves liquidity and aligns strategy. Overall impact is mildly positive but warrants follow-up on cash receipts and use-of-proceeds execution.

Corporate Governance Expert

TL;DR: Insider-led sale passes independence checks but still poses perceived conflict; transparency and post-closing oversight will be critical.

The buyer, SKCAL LLC, is controlled by director Scott Schoenberger, triggering related-party transaction scrutiny. The company mitigated risk by:

• Commissioning an independent valuation of Brigadier
• Having only independent directors approve the deal
• Assigning ongoing audit-committee oversight

However, the deferred and adjustable payment structure could disadvantage shareholders if working-capital swings or collectability issues arise. Investors should monitor timely disclosure of the final balance-sheet adjustment and confirmation the September payment is received. Lack of escrow or collateral increases counter-party credit risk.

The filing states no break-fee or liability upon termination, which limits downside but also offers the buyer an exit route. Overall, governance safeguards are present but not iron-clad; thus, impact is neutral-to-slightly negative in governance terms.

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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): June 19, 2025

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. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement.

On June 19, 2025, The Marygold Companies, Inc., a Nevada corporation (“Company”), entered into a stock purchase agreement (“Agreement”) with SKCAL LLC, an Arizona limited liability company (“SKCAL”), pursuant to which the Company has agreed to sell to SKCAL all of the shares stock that it owns in its wholly-owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation (“Brigadier”), including 10,000 Class B shares, 597,218 Class F shares, and 269,999 Class H shares (“Shares”). Scott Schoenberger, a director and an approximately 11% shareholder of the Company, is the sole member of SKCAL. The closing (“Closing”) of the sale of the Shares is expected to take place on July 1, 2025, (“Closing Date”).

Pursuant to the Agreement, the purchase price for the Shares to be acquired by SKCAL at Closing will be $2,220,000 subject to certain adjustments thereto. An initial payment of $220,000 is due three business days following the execution and delivery of the Agreement by the parties. An additional $1,000,000 is payable on the Closing Date. A final payment of $1,000,000 is payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing Date schedule of Brigadier’s current assets and liabilities as of June 30, 2025, (“Target Balance Sheet”) and the schedule of Brigadier’s audited current assets and liabilities as of June 30, 2025, (“Final Balance Sheet”) including adjustments in the event accounts receivable become uncollectable and/or any liabilities arise prior to Closing but which were not set forth on such Target Balance Sheet.

The Agreement may be terminated at any time prior to Closing by mutual consent of the parties; by SKCAL if there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement of the Company set forth in the Agreement not cured within 30 days, if any closing condition on the part of the Company has not been fulfilled by the Closing Date, or in the event of a material adverse change in the business, assets, liabilities or the operations of Brigadier before Closing; or by the Company if there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement of SKCAL not cured within 30 days, any Closing condition of SKCAL has not been fulfilled by the Closing Date, or the Company’s audit committee or a majority of disinterested directors disapprove of the transaction. In the event of the termination of this Agreement pursuant to the foregoing there shall be no liability by one party to the Agreement to the other party.

On June 17, 2025, the independent members of the board of directors of the Company completed their review of an independent valuation of the fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed transaction, approved the transaction. The audit committee of the Company will continue to have oversight of the transaction through the Closing Date.

The Agreement contains certain representations, warranties, covenants, and rights to indemnification by both of the parties and is subject to customary closing conditions.

The description of the Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Section 7 – Regulation FD

Item 7.01 – Regulation FD.

On June 20, 2025, the Company issued a press release announcing the Company’s entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K

The information disclosed under this Item 7.01, including Exhibit 99.1, is being “furnished” only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or Securities Exchange Act, except as expressly set forth by specific reference in such filing.

Section 8 – Other Events

Item 8.01 – Other Events.

In the view of management of the Company, the sale of Brigadier does not constitute the disposition of a “significant” amount of assets within the meaning set forth in Item 2.01 of the Form 8-K and Brigadier is not deemed a “significant” subsidiary within the meaning set forth under Rule 11-02(b)(2) and Rule 1-02(w) of Regulation S-X. Nevertheless, the Company is providing this disclosure voluntarily under Item 8.01 of this Form 8-K. Management believes that the disposition of Brigadier aligns with its current corporate strategy to direct resources and focus on its financial services sector.

The Company expects that the proceeds from the sale of Brigadier will be used to pay down corporate debt and for general corporate purposes.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	10.1	Stock Purchase Agreement, dated June 19, 2025, by and between The Marygold Companies, Inc. and SKCAL LLC
	99.1	Press Release dated June 20, 2025
	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.

Dated: June 20, 2025	THE MARYGOLD COMPANIES, INC.
	By:	/s/ Nicholas D. Gerber
		Nicholas D. Gerber
		Chief Executive Officer (Principal Executive Officer)

FAQ

What subsidiary is The Marygold Companies (MGLD) selling?

The company is selling all of its shares in Brigadier Security Systems (2000) Ltd., a Canadian security-services subsidiary.

How much will MGLD receive from the Brigadier sale?

Total consideration is $2.22 million, paid in three installments: $220k upfront, $1 million at closing (July 1 2025), and $1 million on Sept 1 2025.

Who is the buyer in this transaction?

The buyer is SKCAL LLC, wholly owned by director and 11 % shareholder Scott Schoenberger, making it a related-party transaction.

What will Marygold do with the proceeds?

Management states proceeds will be used to pay down corporate debt and for general corporate purposes.

Is Brigadier considered a significant subsidiary under SEC rules?

No. Management states Brigadier does not meet significance thresholds under Rule 1-02(w) of Regulation S-X.

Can the Stock Purchase Agreement be terminated?

Yes, either party may terminate for uncured breaches, unmet closing conditions, or material adverse changes with no liability to the other party.