Marygold Companies, Inc.

Previous wording

The following discussion and analysis should be read in conjunction with our unaudited 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.

Current wording

The following discussion and analysis should be read in conjunction with our unaudited condensed 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

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 exchange traded funds management, financial services, and certain other business activities listed below:

Current wording

The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “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 exchange traded funds management, financial services, and certain other business activities listed below:

Previous wording

Revenue decreased by $0.4 million or 5% for the three months ended December 31, 2025 due to a decrease in revenue of $0.6 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025, a decrease in revenue of $0.1 million in our US fund management segment and partially offset by an increase in our beauty products segment revenue. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the three months ended December 31, 2025 was $3.0 billion compared to $3.1 billion for the three months ended December 31, 2024. The decrease in average AUM in the three months ended December 31, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.

Current wording

Revenue increased by $1.7 million or 30% for the three months ended March 31, 2026 due to an increase in revenue in our US fund management segment of $2.2 million driven by an increase in average Assets Under Management (“AUM”) partially offset by a reduction in revenue of $0.6 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025. Average AUM in our US fund management segment for the three months ended March 31, 2026 was $4.7 billion compared to $2.6 billion for the three months ended March 31, 2025. The increase in average AUM in the three months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Previous wording

Operating expenses decreased by $1.5 million or 19% 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 three months ended December 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Current wording

Operating expenses increased by $0.5 million or 7% driven by increased costs associated with our US fund management segment due to increased variable and sub-adviser fees related to higher AUM offset by a reduction in costs at our Marygold & Co. subsidiary as they paused further development of the Fintech app in the US as well as a reduction of $0.3 million of operating expenses incurred by Brigadier in the three months ended March 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Previous wording

Loss from operations decreased by $1.2 million or 65% compared to the prior year three months as a net result of: the decrease in financial services loss by $1.3 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.2 million, partially offset by reduced profit of $0.4 million in the fund management segment due to lower average AUM.

Current wording

Loss from continuing operations decreased by $1.4 million or 91% compared to the prior year three months as a net result of: the increased profit of $0.4 million in the fund management segment due to higher average AUM and a decrease in financial services loss by $1.1 million from pausing the Marygold Fintech app in the US.

Previous wording

Total other income (expense), net increased by $0.5 million or 117% for the three months ended December 31, 2025 compared to the prior year three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.

Current wording

Total other income, net increased by $0.2 million or 103% for the three months ended March 31, 2026 compared to the prior year three months driven by the reduction in interest expense as a result of the payoff of the Streeterville note payable in September 2025.

Previous wording

The benefit from income taxes decreased by $0.8 million or 85% in the six months ended December 31, 2025 compared to the prior year six months as a result of the loss before income taxes decreasing by $3.2 million for the reasons described above.

Current wording

The benefit from income taxes decreased by $0.3 million or 86% in the three months ended March 31, 2026 compared to the prior year three months as a result of the income (loss) from continuing operations before income taxes went from a loss of $1.4 million in the three months ended March 31, 2025 to a profit of $0.2 million in the three months ended March 31, 2026 for the reasons described above.

Previous wording

Net loss decreased by $2.4 million or 72% and was driven by the net effect of the changes discussed above.

Current wording

Net income (loss) increased by $1.2 million or 122% and was driven by the net effect of the changes discussed above.

Previous wording

Revenue decreased by $1.3 million or 8% for the six months ended December 31, 2025 due to a decrease in revenue of $1.3 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025, and a decrease in revenue of $0.4 million in our US fund management segment, partially offset by an increase of $0.4 million in our beauty products segment revenue. The decrease in U.S. fund management revenue was driven by a decrease in average Assets Under Management (“AUM”). Average AUM for the six months ended December 31, 2025 was $2.9 billion compared to $3.1 billion for the six months ended December 31, 2024. The decrease in average AUM in the six months ended December 31, 2025 was due to commodity price fluctuations, along with geopolitical and economic uncertainty.

Current wording

Revenue increased by $0.5 million or 3% for the nine months ended March 31, 2026 due to an increase in revenue in our US fund management segment of $1.9 million driven by an increase in average Assets Under Management (“AUM”) and an increase in revenue of $0.5 million from our beauty products segment, partially offset by a reduction in revenue of $1.8 million from our security systems segment as a result of the sale of Brigadier to a related party on July 1, 2025. Average AUM in our US fund management segment for the nine months ended March 31, 2026 was $3.6 billion compared to $3.0 billion for the nine months ended March 31, 2025. The increase in average AUM in the nine months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Previous wording

Operating expenses decreased by $2.8 million or 18% driven by a reduction of costs associated with our Marygold & Co. subsidiary as they paused further development of the Marygold Fintech app in the US as well as a reduction of $0.6 million of operating expenses incurred by Brigadier in the six months ended December 31, 2025 as a result of the sale of Brigadier on July 1, 2025.

Current wording

Operating expenses decreased by $2.2 million or 10% driven by a reduction of costs associated with our Marygold & Co. subsidiary as, effective April 1, 2025, it paused further development of the Marygold Fintech app for the US market as well as a reduction of $0.9 million of operating expenses as a result of the sale of Brigadier on July 1, 2025.

Previous wording

Loss from operations decreased by $2.1 million compared to the prior year six months as a net result of: the decrease in financial services loss by $2.5 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.5 million; a reduction in stock based compensation charges of $0.5 million and improved profitability of our food products segment of $0.1 million, partially offset by reduced profit of $1.0 million in the fund management segment due to lower average AUM and the elimination of $0.2 million profit in our security systems segment as a result of the sale of Brigadier on July 1, 2025.

Current wording

Loss from continuing operations decreased by $3.5 million or 62% compared to the prior year nine months as a net result of: the decrease in financial services loss by $3.7 million from pausing the Marygold Fintech app in the US; improved profitability of our beauty products segment by $0.6 million; a reduction in stock based compensation charges of $0.5 million, partially offset by reduced profit of $0.6 million in the fund management segment and the elimination of $0.3 million profit in our security systems segment as a result of the sale of Brigadier on July 1, 2025.

Previous wording

Total other income (expense), net increased by $1.1 million or 372% for the six months ended December 31, 2025 compared to the prior year six months driven by the $0.5 million gain on sale of Brigadier in July 2025 and a reduction in interest expense of $0.3 million from paying off the Streeterville note payable in September 2025.

Current wording

Total other income (expense), net increased by $1.3 million or 970% for the nine months ended March 31, 2026 compared to the prior year nine months driven by the $0.5 million gain on sale of Brigadier in July 2025 and a reduction in interest expense of $0.6 million from paying off the Streeterville note payable in September 2025.

Previous wording

The benefit from income taxes decreased by $0.5 million or 102% in the three months ended December 31, 2025 compared to the prior year three months as a result of the loss before income taxes decreasing by $1.7 million for the reasons described above.

Current wording

The benefit from income taxes decreased by $1.1 million or 86% in the nine months ended March 31, 2026 compared to the prior year nine months as a result of the loss from continuing operations before income taxes decreasing by $4.8 million for the reasons described above.

Previous wording

Net loss decreased by $1.2 million or 67% and was driven by the net effect of the changes discussed above.

Current wording

Net loss decreased by $3.6 million or 84% and was driven by the net effect of the changes discussed above.

Previous 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 three months ended December 31, 2025 was $3.0 billion compared to $3.1 billion for the three months ended December 31, 2024. As a result of lower average AUM for the current three months when compared to the three months ended December 31, 2024, revenue decreased by $0.1 million or 3%. The decrease in average AUM in the three months ended December 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 three months ended March 31, 2026 was $4.7 billion compared to $2.6 billion for the three months ended March 31, 2025. As a result of higher average AUM for the current three months when compared to the three months ended March 31, 2025, revenue increased by $2.2 million or 55%. The increase in average AUM in the three months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Previous wording

Operating income decreased to $0.4 million from $0.8 million for the three months ended December 31, 2025 compared to the same three months 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 wording

Operating income increased to $1.2 million from $0.8 million for the three months ended March 31, 2026 compared to the same three months in 2025 driven by higher revenue offset by increases in sub-advisor fees (related to AUM growth in sub-advised funds), marketing and distribution expenses, new fund development costs, and variable operating expenses that are tied to average AUM.

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 increased by $0.3 million or 39% driven by (1) a change in its online distribution channel to eliminate low margin selling, and (2) an increase in international distribution channels to include other countries in Asia.

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 for the three months ended March 31, 2026 increased to $0.7 million from $0.6 million in the comparable prior year period. The increase of $0.1 million or 10% was driven by (1) continued success in controlling its brand and pricing on e-commerce platforms and (2) an increase in international distribution channels to include other countries in Asia.

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 earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective April 1, 2025. For the six months ended December 31, 2025, Marygold US had no revenue and minimal expenses as compared with an operating loss of $2.9 million for the six months ended December 31, 2024. 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 effective April 1, 2025. For the three months ended March 31, 2026, Marygold US had no revenue and nominal expenses as compared with an operating loss of $1.3 million for the three months ended March 31, 2025.

Previous wording

Our total Financial Services revenue, derived entirely from Marygold UK, for the three months ended December 31, 2025, increased by $0.1 million compared to the three months ended December 31, 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 three months ended December 31, 2025 as compared to a loss of $1.7 million for the three months ended December 31, 2024, a decrease of $1.3 million or 78%.

Current wording

Our total Financial Services revenue, derived entirely from Marygold UK, for the three months ended March 31, 2026, decreased by $0.1 million compared to the three months ended March 31, 2025. The decrease in revenue was due to lower assets under management at the Marygold & Co. Limited subsidiary. Marygold UK continued development of its fintech app designed specifically for use in the UK. Operating loss increased from $0.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended March 31, 2026 due to the Fintech app development costs coupled with the lower revenue for the U.K. market. The consolidated operating loss for financial services was $0.4 million for the three months ended March 31, 2026 as compared to a loss of $1.5 million for the three months ended March 31, 2025, a decrease of $1.1 million or 74%.

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 $0.9 million for the three months ended December 31, 2025 as compared to $1.0 million for the 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 relatively flat at $0.9 million for the three months ended March 31, 2026 as compared to $0.8 million for the same period in 2025.

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 was relatively flat at $1.7 million for the three months ended December 31, 2025 as compared to 2024 with the bakery division being slightly lower and the printing division slightly higher.

Current wording

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other pastry products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $1.6 million for the three months ended March 31, 2026 as compared to 2025 with the bakery division being slightly lower and the printing division slightly higher.

Previous wording

Our U.S. Fund Management is comprised of USCF Investments, and its wholly owned subsidiaries. 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 six months ended December 31, 2025 was $2.9 billion compared to $3.1 billion for the six months ended December 31, 2024. As a result of lower average AUM for the current six months when compared to the six months ended December 31, 2024, revenue decreased by $0.4 million or 4%. The decrease in average AUM in the three months ended December 31, 2025 was due to commodity price fluctuations, along with the impact of geopolitical and economic uncertainty.

Current wording

Our U.S. Fund Management is comprised of USCF Investments, and its wholly owned subsidiaries. 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 nine months ended March 31, 2026 was $3.6 billion compared to $3.0 billion for the nine months ended March 31, 2025. As a result of higher average AUM for the current nine months when compared to the nine months ended March 31, 2025, revenue increased by $1.9 million or 14%. The increase in average AUM in the nine months ended March 31, 2026 was due to oil and other commodity price increases and as a result of the geopolitical conflicts in the Middle East and Eastern Europe, along with other geopolitical and economic uncertainty.

Previous wording

Operating income decreased to $0.8 million from $1.8 million for the six months ended December 31, 2025 compared to the same six months 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 wording

Operating income decreased to $2.1 million from $2.6 million for the nine months ended March 31, 2026 compared to the same nine months in 2025 driven by increases in sub-advisor fees (related to growth in newer funds), marketing and distribution expenses, new fund development costs, and variable operating expenses that are tied to average AUM.

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 increased by $0.4 million or 28% driven by (1) a change in its online distribution channel to eliminate low margin selling, and (2) an increase in international distribution channels to include other countries in Asia.

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 for the nine months ended March 31, 2026 was $2.5 million as compared to $2.1 million for the comparable prior year period, an increase of $0.4 million or 23% driven by (1) continued success in controlling its brand and pricing on e-commerce platforms and (2) an increase in international distribution channels to include other countries in Asia.

Previous wording

Operating income increased to $0.3 million for the six months ended December 31, 2025, as compared to an operating loss of $0.2 million for the six months ended December 31, 2024, or 212%, as a result of increased revenues of $0.4 million and the reduction of certain expenses including the elimination of third-party marketing consultants, a reduction in staff and a reduction of unused warehouse space.

Current wording

Operating income increased to $0.2 million for the nine months ended March 31, 2026, as compared to an operating loss of $0.4 million for the nine months ended March 31, 2025, or 158% improvement, as a result of increased revenue, the reduction of certain expenses including the elimination of third-party marketing consultants, and a reduction of unused warehouse space.

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 earned only de minimis revenues. As a result, the offering of the app in the US was paused by Marygold US effective April 1, 2025. For the three months ended December 31, 2025, Marygold US had no revenue and minimal expenses as compared with an operating loss of $1.5 million for the three months ended December 31, 2024. 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 effective April 1, 2025. For the nine months ended March 31, 2026, Marygold US had no revenue and minimal expenses as compared with an operating loss of $4.2 million for the nine months ended March 31, 2025. Losses and negative cash flows from Marygold US are expected to be significantly reduced for the remainder of this fiscal year.

Previous wording

Our total Financial Services revenue, derived entirely from Marygold UK, for the six months ended December 31, 2025, increased by $0.1 million for the six months ended December 31, 2025 compared to the six months ended December 31, 2024. Marygold UK continued development of a scaled down version of its fintech app designed specifically for use in the UK by clients of Marygold UK. Operating loss increased by $0.3 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 $0.7 million for the current six months as compared to a loss of $3.3 million for the six months ended December 31, 2024.

Current wording

Our total Financial Services revenue, derived entirely from Marygold UK, for the nine months ended March 31, 2026, was flat at $0.6 million for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. Marygold UK continued development of a scaled down version of its fintech app designed specifically for use in the UK by clients of Marygold UK. Operating loss increased by $0.5 million due to increased costs incurred in connection with the implementation of the Marygold UK mobile Fintech app in the U.K. market. The consolidated operating loss for financial services was $1.1 million for the current nine months as compared to a loss of $4.8 million for the nine months ended March 31, 2025.

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 $2.4 million for the six months ended December 31, 2025 as compared to $2.5 million for the 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 relatively flat at $3.3 million for both the nine months ended March 31, 2026 and the same period in 2025.

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 was relatively flat at $3.4 million for the six months ended December 31, 2025 as compared to $3.5 million for the six months ended December 31, 2024.

Current wording

Gourmet Foods has two distinct operating divisions: 1) a commercial-scale bakery producing iconic Kiwi pies, sausage rolls, and other bakery products and 2) a digital printing business (Printstock Products Limited) which prints specialty food wrappers. Total food products revenue was relatively flat at $5.0 million for the nine months ended March 31, 2026 and March 31, 2025.

Previous wording

We are a multinational holding company that conducts our individual diversified business operations through our wholly-owned subsidiaries. At the holding-company level, our liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities including the investment by our fund management business in the development of new exchange traded fund or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company and the subsidiary level. There are generally no legal limitations or constraints on the movement of funds between the entities, however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company. Additionally, our registered investment advisor subsidiaries are required to maintain certain minimum capital requirements.

Current wording

We are a multinational holding company that conducts our individual diversified business operations through our wholly-owned subsidiaries. At the holding-company level, our liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities including the investment by our fund management business in the development of new exchange traded funds or products. Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes. Cash is managed at the holding company and the subsidiary level. There are generally no legal limitations or constraints on the movement of funds between the entities, however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company. Additionally, our registered investment advisor subsidiaries are required to maintain certain minimum capital requirements.

Previous wording

As of December 31, 2025, we had $4.1 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June 30, 2025, a decrease of $0.9 million or 18%. Our cash used in operating activities for the six months ended December 31, 2025 was $1.4 million. During the six months ended December 31, 2025, we made principal payments of $1.3 million to pay off our Streeterville note payable and we received net proceeds of $1.1 million from the sale of Brigadier. For the six months ended December 31, 2025, the Company spent money at Marygold UK for 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. 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 $12.9 million as of December 31, 2025.

Current wording

As of March 31, 2026, we had $3.0 million of cash and cash equivalents on a consolidated basis as compared to $5.0 million as of June 30, 2025, a decrease of $2.0 million or 41%. Our cash used in operating activities for the nine months ended March 31, 2026 was $2.4 million. During the nine months ended March 31, 2026, we made principal payments of $1.3 million to pay off our Streeterville note payable and we received net proceeds of $1.1 million from the sale of Brigadier. For the nine months ended March 31, 2026, the Company spent money at Marygold UK for the development and marketing of the mobile Fintech app. We have invested a total of $19.5 million overall in the Fintech app since the project was implemented in 2019. Over the coming 12 months we currently expect to generate proceeds from the sale of our Food Products segment and we plan to further curtail funding on our fintech-based subsidiary operations. Our working capital position remains strong at $12.6 million as of March 31, 2026.

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 required 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.

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 required 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 and, pursuant to the terms of the agreement, the EDA terminated effective March 7, 2026.

Previous wording

The Company believes that its cash and cash equivalents along with the cash generated from ongoing operations will be sufficient to fund its cash requirements over the next 12 months. Our current operating plan includes funding additional investments in our mobile Fintech app for the U.K. market only to the extent we have existing funds on hand. If we decide to invest more in our mobile Fintech app, then we may need to raise additional funds through one or more debt, equity or equity linked financings. There can be no assurance we will be able to raise such additional financing upon terms acceptable to us or at all. In the event we are unable to obtain additional financing in an amount or upon terms acceptable to us, we expect to further reduce or curtail our investment in the development of our Fintech app for the UK market.

Current wording

Our current operating plan includes generating proceeds from the sale of our Food Products segment and we plan to further curtail funding of our Fintech-based operations in the U.K. As such, the Company believes that its cash and cash equivalents and other working capital along with the cash generated from ongoing operations will be sufficient to fund its cash requirements over the next 12 months.

Previous wording

The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.1 million as of December 31, 2025. The obligations will reduce over the passage of time through periodic lease payments. See Note 10 to our consolidated financial statements for further analysis of these obligations.

Current wording

The Company has various leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.6 million as of March 31, 2026. The obligations will reduce over the passage of time through periodic lease payments. See Note 11 to our consolidated financial statements for further analysis of these obligations.

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 December 31, 2025, USCF Investments held investment positions in four of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE, WTIB (which is a new ETF that we launched in the quarter ended December 31, 2025) and ZSC of $0.2 million, $0.7 million, $0.3 million and $0.7 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 ETF and 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, 2026, USCF Investments held investment positions in four of its exchange traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE and ZSC of $0.2 million, $0.9 million and $0.6 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 6. to our Financial Statements.