Marygold Companies, Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 7, 2025
MGLD$1.97-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001641172-25-009260
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001493152-25-021259
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 53 current paragraphs.
23 unchanged; 19 reworded; 10 added; 43 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
The Marygold Companies, Inc., a Nevada corporation (“Company,” “The Marygold Companies,” “we,” “our,” or “us”), is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below:
Current report
Operating expenses decreased by $1.3 million or 17% driven by a reduction of costs associated with our Marygold & Co subsidiary as they paused further development of the Fintech app in the US as well as a reduction of $0.2 million of operating expenses incurred by Brigadier in the quarter ended September 30, 2024 as a result of the sale of Brigadier on July 1, 2025.
Current report
Loss from operations decreased by $0.9 million compared to the prior year quarter as a net result of: the decrease in financial services loss by $1.2 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.3 million; and improved profitability of our food products segment of $0.1 million; offset by reduced profit of $0.6 million in the fund management segment due to lower average AUM and the elimination of $0.1 million profit in our security systems segment as a result of the sale of Brigadier on July 1, 2025.
Current report
Net loss decreased by $1.2 million or 78% and was driven by the net effect of the changes discussed above.
Current report
Operating income decreased to $0.4 million from $1.0 million for the quarter ended September 30, 2025 compared to the same quarter in 2024 driven by lower revenue and increases in sub-advisor fees (related to growth in newer funds) and new fund development costs, partially offset by variable operating expenses that are tied to lower average AUM from other funds.
Current report
Operating income increased to $0.1 million for the quarter ended September 30, 2025, as compared to an operating loss $0.2 million for the quarter ended September 30, 2024, as a result of increased revenues of $0.1 million and the reduction of certain expenses of $0.2 million.
Current report
Brigadier was sold to a related party on July 1, 2025(see Note 6. Sale of Brigadier).
Current report
Marygold US
Current report
Marygold UK
Current report
Equity Distribution Agreement
Removed paragraphs (43)
Previous report
Forward-Looking Statements
Previous report
The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies”), is a diversified global holding company that operates through its wholly-owned subsidiaries with a primary focus on the fund management and financial services industries in the United States (“US”) and United Kingdom (“UK”), including the emerging Fintech space. The operations of the Company’s wholly-owned subsidiaries are summarized below:
Previous report
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Previous report
Operating expenses decreased by $0.3 million or 4% driven by variable operating expenses tied to AUM were lower for the quarter as well as lower license fees and general and administrative expenses.
Previous report
Loss from operations was relatively flat at $1.5 million compared to the prior year quarter as a result of the decrease in gross profit that was offset by the decrease in operating expenses as described above.
Previous report
Net loss increased by $0.5 million or 91% and was driven by increased interest expense as a result of the borrowing under our recent note financing.
Previous report
Operating income remained flat at $0.8 million for the quarters ended March 31, 2025 and 2024 driven by variable operating expenses that are tied to lower average AUM for the quarter as well as lower license fees and general and administrative expenses.
Previous report
Operating loss decreased by less than $0.1 million or 34% for the quarter ended March 31, 2025 as compared to 2024 as a result of the elimination of amortization expense associated with the impairment of intangible assets at the end of the prior fiscal year.
Previous report
Brigadier earns revenue from two primary sources. The company sells to residential customers alarm monitoring contracts and installations on behalf of a telecom provider for whom it is a dealer. These contracts result in recurring monthly residuals comprising approximately 50% of revenues. Remaining revenues are derived from sales and installation of access controls, alarm, video, and fire panel alarm monitoring hardware to commercial businesses and publicly owned facilities. Revenues from monitoring residual fees remained relatively static while sales and installations of larger commercial installations increased for the quarter ended March 31, 2025 as compared to 2024. Revenue decreased by less than $0.1 million or 13% and operating income was relatively flat at $0.1 million. The larger commercial accounts generate more revenue and profits but take longer to complete, thus may produce spikes or declines in revenue and profits for specific reporting periods. As the residential consumer segment of the industry becomes more complex due to the bundling of services, including alarm monitoring, offered by larger telecom companies, we expect to focus even more heavily on the commercial and public facilities customers in the coming years.
Previous report
Nine Months Ended March 31, 2025 Compared with Nine Months Ended March 31, 2024
Previous report
Summary Results of Operations
Previous report
Nine Months Ended March 31, 2025 Compared with Nine Months Ended March 31, 2024
Previous report
Revenue decreased by $1.6 million or 7% for the nine months ended March 31, 2025, driven by a decrease in revenue from our U.S. fund management segment of $1.1 million (or 8%), a decrease in revenue from our food products segment of $0.5 million (or 9%), and a decrease in revenue from our beauty products segment of $0.4 million (or 16%). The decrease in revenue from our U.S. fund management business arose from a decrease in average AUM for the period. Average AUM in our U.S. fund management business for the nine months ended March 31, 2025, was $3.0 billion compared to $3.3 billion for the nine months ended March 31, 2024, a decrease of $0.3 billion or 9%. The decrease in AUM in the nine months ended March 31, 2025, was due to commodity price fluctuations, along with geopolitical and economic uncertainty. The decrease in revenue from the food products segment was driven by a temporary cancellation of certain product categories at our bakery business sold to national grocery chains that commenced in the current fiscal year. The decrease in revenue from our beauty products segment was driven by the efforts to control the discounted price of products sold online by authorized resellers.
Previous report
Gross profit decreased by $1.1 million or 6% driven by the decrease in revenue from our U.S. fund management business as described above.
Previous report
Operating expenses increased by $0.9 million or 4% as a result of the following. General and administrative expenses increased by $0.4 million or 6% driven by increased costs associated with our Fintech app development including additional software and security infrastructure in the UK. Salaries and compensation increased by $0.4 million or 5% compared to the nine months ended March 31, 2024 driven by increased stock-based compensation expenses. Fund operations increased by $0.4 million or 10% driven by increased costs associated with managing more funds. Partially offsetting these increased operating expenses was a decrease in marketing and advertising of $0.3 million or 13% as a result of prior year increased spending for new products at Original Sprout as well as from the Fintech app and new fund launches.
Previous report
Total other income, net decreased by $0.6 million or 126% for the nine months ended March 31, 2025 compared to the same period in the prior year; however, the interest and dividend income line item increased by $0.7 million and other income (expense), net decreased by $0.6 million. Included in the interest and dividend income for the nine months ended March 31, 2025 was $1.1 million of dividend income from related party investments offset by $0.5 million in unrealized losses on related party investments included in other expense, net as a result of the reduction in the net asset values of the related party investments from the payment of the dividends. Interest expense increased by $0.7 million as a result of our recent note financing.
Previous report
Benefit from income taxes increased by $0.4 million or 52% driven by the increase in the loss before income taxes for the reasons explained above.
Previous report
Net loss increased by $2.1 million or 96% and was driven by decreased profits from our fund management business due to lower average AUM and increased interest expense as a result of the borrowing under our recent note financing.
Previous report
Reportable Segments
Previous report
Nine Months Ended March 31, 2025 Compared with Nine Months Ended March 31, 2024
Previous report
SEGMENT RESULTS OF OPERATIONS
Previous report
Average AUM for the nine months ended March 31, 2025 was $3.0 billion compared to $3.3 billion for the nine months ended March 31, 2024. As a result of lower average AUM for the current nine months when compared to the nine months ended March 31, 2024, revenue decreased by $1.1 million or 8%. The decrease in average AUM during the nine months ended March 31, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.
Previous report
Operating income decreased by $1.2 million or 31% driven by the decrease in average AUM as described above and increased fund operations expenses of $0.4 million as a result of increased sub-advisory and license fees, fund accounting and administration costs connected to new funds.
Previous report
Food Products - Gourmet Foods
Previous report
Total food products revenue decreased by $0.5 million or 9% for the nine months ended March 31, 2025 as compared to 2024, which was the net result of a decrease at our bakery business of $0.5 million. The decrease was due to a temporary cancellation of certain product categories sold to national grocery chains that commenced in the current fiscal year.
Previous report
Operating income decreased by $0.1 million or 44% for the nine months ended March 31, 2025 compared to the prior year period which was driven by a non-recurring cost of goods sold adjustment coupled with a depreciation charge taken for its solar electricity system and partially offset by increased profits from the sale of higher margin products at our bakery business.
Previous report
Beauty Products – Original Sprout
Previous report
Revenue decreased by $0.4 million or 16% driven by the efforts to control the discounted price of products sold online by authorized resellers. This trend is expected to continue for the remainder of the current fiscal year as Original Sprout reduces the number of authorized Internet sales channels, recovers control over its price points, and repositions its products for a larger presence on store shelves.
Previous report
Operating loss decreased by $0.3 million or 42% for the nine months ended March 31, 2025 as compared to 2024 as a result of reduced marketing costs and the elimination of amortization charges from intangible assets from the impairment charge taken in June 2024.
Previous report
Security Systems - Brigadier
Previous report
Revenues from monitoring residual fees remained relatively static while sales and installations of larger commercial installations increased for the nine months ended March 31, 2025 as compared to 2024. Revenue increased by $0.1 million or 4% and operating income was relatively flat at $0.3 million. The larger commercial accounts generate more revenue and profit but take longer to complete, thus may produce spikes or declines in revenue and profits for specific reporting periods. As the residential consumer segment of the industry becomes more complex due to the bundling of services, including alarm monitoring, offered by larger telecom companies, we expect to focus even more heavily on the commercial and public facilities customers in the coming years.
Previous report
Marygold US incurred an operating loss of $4.2 million for both the nine months ended March 31, 2025 and 2024. As the app has earned only de minimis revenues since its launch in June 2023, the Company has decided to pause the offering and operating the app in the US and focus on launching the app in the UK instead. As such, the losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.
Previous report
Corporate Headquarters
Previous report
Recent Note Financing
Previous report
On September 19, 2024, we entered into a note purchase agreement (“Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note, “Notes”). The initial principal amount of the Notes includes an original issue discount of 9% and expenses the Company agreed to pay to the Holder to cover the Holder’s transaction costs. The original issue discount of the Initial Note was $360,000. Interest on the principal amount of the Notes accrues at a rate of 9% per annum. The Company may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an additional amount payable equal to 6% of the portion of the outstanding balance being repaid. The Subsequent Note would have a principal amount of $2,180,000, which will have terms substantially similar to the terms of the Initial Note. The original issue discount on the Subsequent Note, if issued, will be $180,000.
Previous report
The Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend, stock split or similar transaction); issue and securities pursuant to an equity line of credit, standby equity purchase agreement or similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement and other transaction documents.
Previous report
The Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental transaction” occurs without Holder’s prior written consent: (h) we, USCF Investments or any of the USCF Investments subsidiaries, fail to observe covenants in our agreements with the Holder; (i) we default in observing or performing any covenant in the transaction documents; (j) any representation in the transaction documents is or becomes false or incorrect; (i) we effect a reverse stock split without 20 trading days’ prior written notice to the Holder; (k) any judgment is entered against us for more than $500,000 which remains unstayed for more than 20 days unless consented to by the Holder; (m) our shares cease to be DTC (Depositary Trust Company) eligible; or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our ongoing business operations. A “fundamental transaction” occurs if: we merge with another entity; we dispose of all or substantially all of our assets, we allow more than 50% of our voting shares to be acquired by another person; we enter into a share purchase agreement with a third party that acquires more than 50% of our shares; we recapitalize or reclassify our shares; we transfer a material asset to a subsidiary; we pay a dividend to our shareholders; or any person or group becomes the beneficial owner of 50% of the ordinary voting power of our shares. Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”). Alternatively, the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together with any applicable default amount.
Previous report
The Company’s obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments, Inc. and (ii) a security interest in all of the assets of the Company. Further, the Company’s Chief Executive Officer’s trust, the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of the Company’s obligations to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.
Previous report
Beginning on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right to require the Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $200,000 with respect to the Subsequent Note plus any interest accrued thereunder and an additional amount payable equal to 6% of the principal amount and accrued interest redeemed. The Company has the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to Holder. If Company exercises its deferral right, the outstanding balance automatically increases by 0.85% for each instance that the deferral right is exercised by Company, which cannot be exercised more than once every ninety calendar days.
Previous report
Pursuant to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $10,000,000 in the Company on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each).
Showing the first 40 of 43 passages. Open the source sections for the rest.
Reworded paragraphs (19)
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, and the unaudited consolidated financial statements and the accompanying notes thereto included in this Report for the relevant period and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Report. See “Item 1 - Financial Statements (Unaudited).”
Current wording
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in this Report and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this Report. See “Item 1 - Financial Statements.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the “Special Note Regarding Forward Looking Statements” above.
Previous wording
In addition to historical financial information, the following MD&A contains forward-looking statements that involve certain risks, uncertainties and assumptions. See “Special Note Regarding Forward-Looking Statements.” Our results of operations and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2024.
Current wording
Our results of operations and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” in Part II of this Report and “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2025.
Previous wording
Refer to*“Liquidity and Capital Resources – Recent Note Financing”* and “—Recent Equity Financing,” below.
Current wording
Refer to*“Liquidity and Capital Resources – Recent Equity Financing,” below.*
Previous wording
Revenue decreased by $0.9 million or 11% for the quarter ended March 31, 2025 as a result of a decrease in revenue from our U.S. fund management segment of $0.3 million (or 7%), a decrease in revenue from our food products segment of $0.3 million (or 18%), and a decrease in our beauty products segment of $0.2 million (or 25%). The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the quarter ended March 31, 2025 was $2.6 billion compared to $3.0 billion for the quarter ended March 31, 2024. The decrease in average AUM in the quarter ended March 31, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty. The decrease in food products revenue was due to a temporary cancellation of certain product categories sold to national grocery chains pending price increase acceptance as well as the timing of job completions. The decrease in beauty products revenue was driven by the discontinuation of sales to domestic distributors who sold our products specifically on Amazon.
Current wording
Revenue decreased by $0.9 million or 12% for the quarter ended September 30, 2025 due to a decrease in revenue of $0.7 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025 as well as a decrease of $0.3 million (or 6%) in our U.S. fund management segment. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the quarter ended September 30, 2025 was $2.9 billion compared to $3.1 billion for the quarter ended September 30, 2024. The decrease in average AUM in the quarter ended September 30, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.
Previous wording
Gross profit decreased by $0.3 million or 5%, driven by the reduced revenue from the lower average AUM as described above.
Current wording
Gross profit decreased by $0.4 million or 7%, driven by the reduced revenue from the lower average AUM as described above as well the elimination of gross profit from Brigadier which was sold on July 1, 2025.
Previous wording
Total other income, net decreased by $0.4 million or 68% for the quarter ended March 31, 2025 compared to the prior year quarter driven by increased interest expense as a result of the borrowing under our recent note financing.
Current wording
Total other income, net increased by $0.7 million or 684% for the quarter ended September 30, 2025 compared to the prior year quarter driven by the $0.5 million gain on sale of Brigadier in the quarter ended September 30, 2025.
Previous wording
USCF Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each Fund. The management fees are determined on the basis of a contractual basis point management fee multiplied by the average AUM over the given period. Average AUM for the quarter ended March 31, 2025 was $2.6 billion compared to $3.0 billion for the quarter ended March 31, 2024. As a result of lower average AUM for the current quarter when compared to the quarter ended March 31, 2024, revenue decreased by $0.3 million or 7%. The decrease in average AUM in the quarter ended March 31, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.
Current wording
USCF Investments earns monthly management and advisory fees based on an investment management or advisory agreement with each ETF or ETP that it manages. The management fees are determined on the basis of a contractual basis point management fee multiplied by the average AUM over the given period. Average AUM for the quarter ended September 30, 2025 was $2.9 billion compared to $3.1 billion for the quarter ended September 30, 2024. As a result of lower average AUM for the current quarter when compared to the quarter ended September 30, 2024, revenue decreased by $0.3 million or 6%. The decrease in average AUM in the quarter ended September 30, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.
Previous wording
Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue decreased by $0.3 million or 18% for the quarter ended March 31, 2025 as compared to 2024, the result of decreases at both our printing business and our bakery business. The decrease of $0.1 million or 16% in our printing business was due to the timing of job completion and invoicing. The decrease of $0.1 million or 9% in our bakery business was due to a temporary cancellation of certain product categories sold to national grocery chains pending price increase acceptance. The remaining $0.1 million decrease is attributed to negative changes in currency translation for the current quarter when compared to the prior year comparable quarter.
Current wording
Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies and sausage rolls and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was basically flat at $1.8 million for the quarter ended September 30, 2025 as compared to 2024.
Previous wording
Despite the decrease in revenue for the quarter ended March 31, 2025, operating income increased by $0.1 million as compared to the quarter ended March 31, 2024. The increase in operating income is due to a focus on the sale of higher margin products coupled with a decrease in selling expenses at Gourmet Foods.
Current wording
Operating income increased by $0.1 million as compared to the quarter ended September 30, 2024. The increase in operating income is due to a focus on the sale of higher margin products coupled with a decrease in selling expenses at Gourmet Foods bakery unit coupled with an increase in production at their Printstock Products printing subsidiary.
Previous wording
Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue decreased by $0.2 million or 25% driven by the discontinuation of sales to domestic distributors who sold Original Sprout products specifically on Amazon.
Current wording
Original Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors, grocery stores, hair salons and direct-to-consumers via online platforms. Revenue increased by $0.1 million or 12% driven by improved performance by its distribution channels.
Previous wording
Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app has earned only de minimis revenues. As a result, the Company has decided to pause the offering and operating the app in the US and focus on launching the app in the UK instead. Operating costs are comprised of development team salaries and expenses, fees paid to third party vendors, fees paid to our sponsoring bank, marketing costs and staff salaries. For the quarter ended March 31, 2025, Marygold US incurred an operating loss of $1.3 million as compared with an operating loss of $1.4 million for the quarter ended March 31, 2024. As a result of our decision to pause the offering and operating the app in the US, the losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.
Current wording
Marygold US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction fees when account holders used a debit card. The app was soft-launched in June 2023 as a proof of concept. Since that time, the app earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US during the fourth quarter of fiscal year 2025. For the quarter ended September 30, 2025, Marygold US had no revenue and minimal expenses as compared with an operating loss of $1.4 million for the quarter ended September 30, 2024. Losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.
Previous wording
Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step By Step Financial Planners, both of whom are registered investment advisors who earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.
Current wording
Marygold UK is a U.K. holding company which operates through its two wholly-owned subsidiaries Marygold & Co. Limited f/k/a Tiger Financial and Asset Management Limited and Step By Step Financial Planners, both of which are registered investment advisors which earn revenues based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.
Previous wording
Our total U.K. Financial Services revenue, derived entirely from Marygold UK, for the quarter ended March 31, 2025, increased by $0.1 million or 70% to $0.2 million as compared to $0.1 million for the quarter ended March 31, 2024. The increase was driven by the incremental revenue of $0.1 million from Step-By-Step, which was acquired in April 2024. Operating loss increased by $0.2 million due to increased costs incurred in connection with the adoption and implementation of the Marygold mobile Fintech app for the U.K. market. The consolidated operating loss for financial services was $1.5 million for the current quarter as compared to a loss of $1.4 million for the quarter ended March 31, 2024.
Current wording
Our total Financial Services revenue, derived entirely from Marygold UK, for the quarter ended September 30, 2025, remained flat at $0.2 million compared to the quarter ended September 30, 2024. Marygold UK continued development of a scaled down version of its fintech app designed specifically for use in the UK. Operating loss increased by $0.2 million due to increased costs incurred in connection with the adoption and implementation of the Marygold mobile Fintech app for the U.K. market. The consolidated operating loss for financial services was $0.4 million for the current quarter as compared to a loss of $1.6 million for the quarter ended September 30, 2024.
Previous wording
The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters was relatively flat at $0.8 million for the quarter ended March 31, 2025 as compared to same period in 2024.
Current wording
The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters was flat at $1.5 million for the quarter ended September 30, 2025 as compared to the same period in 2024.
Previous wording
As described below, in September 2024, we entered into a financing arrangement under which we borrowed $4.4 million and have the potential to borrow an additional $2.2 million. The financing arrangement also gives the lender the right but not the obligation to provide an additional $10.0 million in financing to us on the same terms as the initial loans. We expect that we will require additional financing to fund our fintech operations over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital. Despite these cash investments and expenses, our working capital position remains strong at $13.8 million as of March 31, 2025. Also as described below, on January 28, 2025, we received $1.8 million in net proceeds from the sale of our shares in a firm commitment underwritten offering.
Current wording
As of September 30, 2025, we had $4.9 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June 30, 2025, a decrease of $0.1 million or 3%. Our cash used in operating activities for the quarter ended September 30, 2025 was $0.5 million. For the quarter ended September 30, 2025, the Company made nominal capital contributions to Marygold UK, which in turn were expensed towards the development and marketing of the mobile Fintech app. We have invested a total of $19.3 million overall in the Fintech app since the project was implemented in 2019. As described below, on January 28, 2025, we received $1.8 million in net proceeds from the sale of our shares in a firm commitment underwritten offering. There is a possibility that we will require additional financing if we elect to further fund fintech -based subsidiary operations over the coming 12 months. As the funding requirements become known, we will decide upon the source of the additional capital. Despite these cash investments and expenses, our working capital position remains strong at $13.4 million as of September 30, 2025.
Previous wording
The net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were $1.8 million. We intend to use the net proceeds from the Offering to retire or reduce debt, make additional investments in our financial services operations, and for other general working capital and corporate purposes.
Current wording
The net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were $1.8 million. We used the net proceeds from the Offering to retire or reduce debt, make additional investments in our financial services operations, and for other general working capital and corporate purposes.
Previous wording
On March 7, 2025, we entered into an Equity Distribution Agreement (“EDA”) with Maxim pursuant to which we may sell from time-to-time shares of our common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales agent or principal. We have agreed to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through Maxim under the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities under the Securities Act. The EDA requires that, until May 28, 2025, the date of the expiration of the standstill period in our Underwriting Agreement with Maxim for the Offering described above, sales of our shares of common stock be made at a minimum price per share of $1.50 unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share. During the quarter ended March 31, 2025, we did not sell any shares pursuant to the EDA. The offer and sale, if any, of our shares of common stock under the EDA will be made pursuant to our shelf registration statement on Form S-3 which was filed with the SEC on December 18, 2024, and became effective on December 27, 2024, the base prospectus included therein, and a prospectus supplement that was filed by the Company with the SEC on March 7, 2025.
Current wording
On March 7, 2025, we entered into an Equity Distribution Agreement (“EDA”) with Maxim pursuant to which we may sell from time-to-time shares of our common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales agent or principal. We have agreed to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through Maxim under the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities under the Securities Act. The EDA requires that, until May 25, 2025, the date of the expiration of the standstill period in our Underwriting Agreement with Maxim for the underwritten offering described above, sales of our shares of common stock be made at a minimum price per share of $1.50 unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share. We have not sold any shares pursuant to the EDA. The offer and sale, if any, of our shares of common stock under the EDA will be made pursuant to our shelf registration statement on Form S-3 which was filed with the SEC on December 18, 2024, and became effective on December 27, 2024, the base prospectus included therein, and a prospectus supplement that was filed by the Company with the SEC on March 7, 2025.
Previous wording
The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.3 million as of March 31, 2025. During the nine months ended March 31, 2025, the Company renewed leases in New Zealand and the US which increased the right-of-use assets and lease liabilities by $0.7 million. The obligations will reduce over the passage of time through periodic lease payments. See Note 10 for further analysis of this obligation.
Current wording
The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.9 million as of September 30, 2025. The obligations will reduce over the passage of time through periodic lease payments. See Note 10 for further analysis of this obligation.
Previous wording
USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of March 31, 2025, USCF Investments held investment positions in four of its exchange traded funds registered under the Investment Company Act of 1940, as amended, USG (ticker changed from GLDX in March 2024), ZSB, USE and ZSC of $1.7 million, $0.2 million, $2.5 million, and $2.1 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 5 to our Financial Statements.
Current wording
USCF Investments, from time to time, provides initial investments in the creation of ETP funds that USCF Investments manages. USCF Investments classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. As of September 30, 2025, USCF Investments held investment positions in three of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE and ZSC of $0.3 million, $0.9 million, and $1.3 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 5 to our Financial Statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Quarter Ended September 30, 2025 Compared with Quarter Ended September 30, 2024
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
U.S. Fund Management – Related Party - USCF Investments
Previous report — wording carried elsewhere
U.S. and U.K. Financial Services – Marygold US and Marygold UK
Previous report — wording carried elsewhere
Our total Financial Services revenue, derived entirely from Marygold UK, for the nine months ended March 31, 2025 increased by $0.3 million or 67% as compared to the nine months ended March 31, 2024. The increase was driven by the incremental revenue from Step-By-Step, which was acquired in April 2024. Operating loss increased by $0.4 million due to increased costs incurred in connection with the adoption and implementation of the Marygold mobile Fintech app for the U.K. market. The consolidated operating loss for financial services was $4.8 million for the current nine months as compared to a loss of $4.4 million for the nine months ended March 31, 2024.
Previous report — wording carried elsewhere
The Marygold Companies as a holding company has no significant revenue, however, it does have operating expenses such as, but not limited to, salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, interest expense, and investor relations which produce operating losses. Operating loss for the corporate headquarters increased by $0.6 million, or 22%, for the nine months ended March 31, 2025 as compared to same period in 2024. The increased loss was driven by higher stock-based compensation expenses from additional outstanding equity grants during the nine months ended March 31, 2025 as well as higher general and administrative expenses including legal and accounting fees.
Previous report — wording carried elsewhere
As of March 31, 2025, we had $4.3 million of cash and cash equivalents on a consolidated basis as compared to $5.5 million as of June 30, 2024, a decrease of $1.1 million or 21%. Our cash used in operating activities for the nine months ended March 31, 2025 was $2.8 million. For the nine months ended March 31, 2025, the Company made additional expenditures of $3.8 million with regard to the development of our mobile Fintech app. We have invested a total of $19.1 million in the Fintech app since Marygold’s inception.