Marygold Companies, Inc.
For the period ended Jun 30, 2026. Filed Sep 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 18, 2026
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-K
Period ended 2025-06-30; filed 2025-09-19.
0001493152-25-014286
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-18.
0001493152-26-043341
ITEM 7. 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 76 previous paragraphs and 61 current paragraphs.
35 unchanged; 8 reworded; 18 added; 33 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 11 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 (18)
Current report
Revenue increased by $1.9 million or 8% for fiscal 2026 driven by increased revenue of $4.0 million at our fund management segment resulting from higher average Assets Under Management (“AUM”). This increase was partially offset by a $2.5 million reduction in revenue from our security systems segment following the sale of Brigadier to a related party on July 1, 2025. During fiscal 2026, a trading error occurred in the execution of oil futures trades on behalf of the United States Oil Fund, LP (“USO”), one of the funds managed by our subsidiary USCF LLC, resulting in a $2.5 million loss to the fund. The error was identified on the day of execution. USCF reimbursed USO in full for the $2.5 million loss, and as a result, there was no impact to USO’s Net Asset Value. The reimbursement is reflected as a reduction in revenue. Following the event, USCF reviewed and enhanced its trade execution oversight procedures to reduce the risk of similar errors in the future. Average AUM in our U.S. fund management business was $4.1 billion in fiscal 2026, compared with $2.9 billion in fiscal 2025, and increase of $1.2 billion. The increase in average AUM in fiscal 2026 was due to higher oil and other commodity prices associated with geopolitical conflicts in the Middle East and Eastern Europe, as well as other geopolitical and economic factors.
Current report
Gross profit increased by $3.2 million or 16% as a result of an increase from our fund management segment due to the increased average AUM described above and an increase of $0.5 million from our beauty products segment; offset by a reduction of $1.3 million due to the sale of our security systems segment to a related party on July 1, 2025 and a $0.1 million decrease from our food products segment.
Current report
Operating expenses increased by $2.4 million, or 9%, primarily as a result of the following: During fiscal 2026, we recorded total impairment charges of $3.6 million, of which $2.7 million related to goodwill and other intangible assets in our U.K. financial services unit due to increased losses from the wealth management business, and $0.9 million related to an investment in a private bank that had been reporting losses. Higher average AUM in our fund management business also increased fund operations expense through higher third-party fees. Partially offsetting these increases were decreases in operating expenses of $4.6 million associated with the pause of further development of the U.S. Fintech app in April 2025 and $1.2 million associated with the sale of Brigadier on July 1, 2025.
Current report
The loss from continuing operations decreased by $0.8 million, or 12%, from fiscal 2025 to fiscal 2026. The $1.5 million improvement in the financial services segment reflected a $4.6 million reduction in losses following the pause of the U.S. Fintech app, partially offset by a $3.2 million increase in losses in the U.K. financial services business, including the $2.7 million impairment charge related to goodwill and other intangible assets. Other favorable changes included a $0.7 million increase in profit from the beauty products segment. These changes were partially offset by a $0.2 million decrease in profit from the fund management segment, primarily due to the USO trading-error reimbursement described below, a $0.3 million decrease in profit from the security systems segment following the sale of Brigadier, and a $0.8 million increase in the corporate headquarters loss, driven in part by the $0.9 million impairment charge relating to the investment in a private bank.
Current report
Net income from discontinued operations was flat at $0.2 million for both fiscal 2026 and 2025.
Current report
Net loss of $4.4 million in fiscal 2026 decreased by $1.4 million or 25% compared to $5.8 million in fiscal 2025 as a net result of the explanations described above.
Current report
Revenue increased by $4.0 million or 23% driven by higher average Assets Under Management (“AUM”) in our fund management business. Average AUM for fiscal 2026 was $4.1 billion, compared with $2.9 billion for fiscal 2025, an increase of $1.2 billion, or 41%. The increase in average AUM in fiscal 2026 was due to commodity price fluctuations, including energy price volatility associated with geopolitical events in the Middle East and Eastern Europe, as well as other geopolitical and economic uncertainty affecting inventory and demand. During the quarter ended June 30, 2026, a trading error occurred in the execution of oil futures contracts on behalf of USO, resulting in adverse execution of $2.5 million relative to the expected benchmark execution price. The error was identified on the day of execution and USCF reimbursed USO in full for the $2.5 million loss, resulting in no impact to USO’s Net Asset Value. The Company recognized the $2.5 million reimbursement as a reduction to revenue in the Fund Management segment. Management has reviewed the circumstances of the error, determined it was an isolated event, and has implemented enhanced controls over its trade execution processes.
Current report
Operating income decreased by $0.4 million as a result of the $2.5 million reimbursement which reduced revenue as described above and increased variable operating expenses due to the increase in average AUM including marketing and distribution costs, fund accounting and administration and sub-adviser fees. New fund costs also contributed to an increase in operating expenses.
Current report
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 fiscal 2026 was $3.4 million as compared to $3.0 million for the comparable prior year period, an increase of $0.4 million or 13% 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 more countries in Asia.
Current report
Operating income increased to $0.3 million for fiscal 2026, as compared to an operating loss of $0.4 million for the prior year, or an improvement of 174%, 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.
Current report
Our U.S. and U.K. Financial Services segment is comprised of Marygold US and Marygold UK, which are distinct operating entities with differing revenue streams.
Current report
Marygold US
Current report
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 March 31, 2025. For fiscal 2026, Marygold US had no revenue and minimal expenses as compared with an operating loss of $4.7 million for the prior year.
Current report
Marygold UK
Current report
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.
Current report
Our total Financial Services revenue, derived entirely from Marygold UK, was $0.8 million in both fiscal 2026 and fiscal 2025. Marygold UK had developed a fintech app designed specifically for use by Marygold UK clients. The app was launched in the U.K. in March 2025, earned only de minimis revenue, was removed from the market in April 2026, its offering, development and marketing were paused effective June 30, 2026. As Marygold UK generated increasing losses due to the development and marketing of the app and further impacted by the departure of the former head of one of its operating subsidiaries, the Company recorded a $2.7 million impairment charge relating to goodwill and other intangible assets. The consolidated operating loss for financial services was $4.1 million in fiscal 2026, compared with a loss of $5.6 million in fiscal 2025.
Current report
As a holding company, The Marygold Companies has no significant revenue but has operating expenses including salaries, audit and legal fees, NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, and investor relations, which result in operating losses. Operating loss at the corporate headquarters increased to $5.1 million in fiscal 2026 from $4.3 million in fiscal 2025, an increase of $0.8 million, or 18%, driven in part by a $0.9 million impairment charge relating to an investment in a private bank.
Current report
Equity Distribution Agreement
Removed paragraphs (33)
Previous report
Certain Recent Developments
Previous report
See “Item 1. Business – Certain Recent Developments” above.
Previous report
Revenue decreased by $2.7 million or 8% for fiscal 2025 driven by reduced revenue of $1.8 million at our fund management segment, $0.6 million at our food products segment and $0.3 million at our beauty products segment. Average Assets Under Management (“AUM”) in our fund management business for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024. The reduction in AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and economic uncertainty. The decreased revenue in food products was driven by changing our product mix and refocusing production capacity to higher profit margin customers. The decreased revenue in beauty products was driven by the efforts to control the discounted price of products sold online by unauthorized resellers.
Previous report
Gross profit decreased by $2.2 million or 9% for the reasons described above for the reduced revenue as the gross profit margin remained consistent from fiscal 2024 to fiscal 2025.
Previous report
Operating expenses decreased by $1.8 million or 6% as a result of the following. During fiscal 2024, we recorded a $1.4 million impairment charge relating to the goodwill and other intangible assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines. Our marketing expenses decreased by $0.7 million during fiscal 2025 by putting our US fintech app on pause and reducing the marketing costs at our beauty products segment. Partially offsetting the decreased operating expenses were an increase in stock-based compensation expenses of $0.4 million.
Previous report
Net loss of $5.8 million in fiscal 2025 increased by $1.8 million or 43% compared to $4.1 million in fiscal 2024. The increase in net loss was driven by the decreased profits from our fund management business due to lower average AUM, decreased other income as described above and offset by improved net overall profits from our other operating segments.
Previous report
Revenue decreased by $1.8 million or 10% driven by reduced average Assets Under Management (“AUM”) in our fund management business. Average AUM for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024, a decrease of $0.4 billion or 12%. The decrease in average AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and economic uncertainty.
Previous report
Operating income decreased by $1.5 million or 31% driven by the decrease in average AUM as described above and partially offset by decreased operating expenses of $0.3 million or 2% as a result of lower license fees, and variable fund accounting and administration costs due to lower AUM for funds overall.
Previous report
Food Products - Gourmet Foods
Previous report
Revenue decreased from $7.3 million in fiscal 2024 to $6.7 million in fiscal 2025 which was a decrease of $0.6 million or 8%. The decrease in revenue was in our bakery business and was due to a temporary cancellation of certain product categories sold to national grocery chains during fiscal 2025.
Previous report
Operating income decreased by $0.2 million or 55% 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 revenue decreased by $0.3 million or 10% driven by the efforts to control the discounted price of products sold online by unauthorized resellers. For the past year Original Sprout has been reducing the number of unauthorized Internet sales channels, recovering control over its price points, and repositioning its products for a larger presence on store shelves.
Previous report
Operating loss decreased by $1.7 million or 82% driven by a $1.4 million impairment charge taken in fiscal 2024 relating to the goodwill and other intangible assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines. After the impairment charge taken in fiscal 2024, Original Sprout no longer has any amortization charges from the intangible assets that were written down. Original Sprout also reduced its marketing expense by $0.3 million from fiscal 2024 to fiscal 2025.
Previous report
Marygold US incurred an operating loss of $4.7 million in fiscal 2025 compared to an operating loss of $5.7 million in fiscal 2024. Since the Marygold US app earned only de minimis revenues since its launch in June 2023, Marygold US decided to pause operations of the app in the U.S. effective March 31, 2025. As such, the losses and negative cash flows from Marygold US are expected to be reduced going forward as the Company assesses whether it will continue further development of the app for the U.S. market; discontinue development of the app other than for the U.K market; or license or sell the app to a third party, of which there can be no assurance. In order to further develop the app for the U.S. market, the Company anticipates it would need to raise additional debt or equity financing. There can be no assurance the Company will be able to raise such additional financing or upon terms acceptable to it.
Previous report
The overall financial services revenue driven by Marygold UK increased by $0.2 million or 32% driven by having a full year of revenue in fiscal 2025 from Step-By-Step which was acquired in April 2024. Marygold UK released a narrower version of the mobile Fintech app in the UK during the fourth quarter of fiscal 2025. The development, marketing and support of the UK Fintech app negatively impacted the financial performance of Marygold UK during fiscal 2025 but was offset due to reduced expenses of Marygold US. The overall financial services operating loss decreased by $0.3 million, or 5%, as a result.
Previous report
Operating loss for the corporate headquarters increased by $0.7 million or 21% driven by higher stock-based compensation expenses of $0.4 million and the transition of certain employees from the financial services segment to the parent company.
Previous report
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. 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. Also, on July 1, 2025, the Company sold Brigadier to a related party. As of June 30, 2025, $0.7 million had been received as a deposit, and the Company received the remaining proceeds of $1.6 million in accordance with the schedule described in Note 16, Subsequent Events to the Consolidated Financial Statements included in this Form 10-K.
Previous report
Recent Equity Financing
Previous report
On January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock, $0.001 par value per share (“Common Stock”) at a price to the public of $1.10 per share (before deduction of underwriting discounts and commissions) in a firm commitment underwritten public offering (“Offering”) pursuant to an underwriting agreement, dated January 26, 2025 (“Underwriting Agreement”), between us and the Maxim Group LLC (“Maxim”), as sole underwriter and book-running manager for the Offering. Pursuant to the Underwriting Agreement, we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of Common Stock at the public offering price before deduction of underwriting discounts and commissions (“Overallotment Option”). Maxim did not exercise its Overallotment Option.
Previous report
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.
Previous report
At-the-Market Securities Offering
Previous report
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. However, based on our current operating plan which we expect may include continued additional investments in our mobile Fintech app for the U.K. market, we may need to raise additional funds through one or more debt, equity or equity linked financings to meet our operating and cash needs. 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.
Previous report
In addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system which is included under Lease liabilities on our consolidated balance sheets.
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).
Previous report
The Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate commission equal to 7% of the gross cash proceeds received from the sale of the Notes.
Previous report
As of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $1.3 million, all of which is due within 12 months from June 30, 2025 assuming no deferral rights are exercised. The effective interest rate for this note is 41.3%.
Previous report
In July 2024, Brigadier repaid its mortgage loan of $0.3 million in full that was secured with the land and building in Canada.
Reworded paragraphs (8)
Previous wording
Other (expense) income, net went from a $0.8 million of other income in fiscal year 2024 to a $0.7 million other expense in fiscal year 2025. The $1.5 million or 186% change was driven by the $1.2 million of interest expense incurred on the $4.4 million loan payable that we took out in September 2024.
Current wording
Other income (expense), net changed from $0.7 million of net other expense in fiscal 2025 to $1.2 million net other income in fiscal 2026, a favorable change of $1.9 million. The change primarily reflected the $1.2 million of interest expense incurred in fiscal 2025 on the $4.4 million note payable which was paid in full in September 2025, and the $0.6 million gain on sale of Brigadier in July 2025.
Previous wording
Benefit from income taxes increased by $0.2 million or 13% from fiscal 2024 to fiscal 2025 as a result of the increased loss before income taxes as described above.
Current wording
Benefit from income taxes decreased by $1.3 million or 82% from fiscal 2025 to fiscal 2026 as a result of the decreased loss from continuing operations before income taxes as described above.
Previous wording
Revenue decreased by $0.2 million or 7% and operating income decreased by $0.1 million or 23% driven by market timing and weather patterns. Revenues from monitoring residual fees remained relatively static while sales and installations of larger commercial installations decreased for fiscal 2025 as compared to 2024. 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. Brigadier was sold to a related party on July 1, 2025 (see “Certain Recent Developments – Sale of Brigadier” and Note 16, Subsequent Events to the audited consolidated financial statements included in this Form 10-K).
Current wording
Brigadier was sold to a related party on July 1, 2025 (see Note 7. Sale of Brigadier in the audited consolidated financial statements).
Previous wording
The Marygold Companies is a holding company that conducts its individual business operations through its subsidiaries. At the holding-company level, its liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities. 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 no limitations or constraints on the movement of funds between the entities.
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 June 30, 2025, we had $5.0 million of cash and cash equivalents on a consolidated basis as compared to $5.5 million as of June 30, 2024, a decrease of $0.5 million or 8%. Our cash used in operating activities for fiscal 2025 was $3.3 million. For fiscal 2025, we made additional expenditures of $3.3 million through Marygold US for the development of the mobile Fintech app in the United States. We have invested a total of $19.1 million in the Fintech app through Marygold US since inception. Despite these cash investments and expenses, our working capital position remains strong at $12.4 million as of June 30, 2025.
Current wording
As of June 30, 2026, we had $2.9 million of cash and cash equivalents on a consolidated basis, compared with $5.0 million as of June 30, 2025, a decrease of $2.1 million or 42%. Our cash used in operating activities for fiscal 2026 was $2.3 million. During fiscal 2026, we made principal payments of $1.3 million to pay off our Streeterville note payable and received net proceeds of $1.1 million from the sale of Brigadier. During fiscal 2026, the Company spent money on the development and marketing of the mobile Fintech app at Marygold UK; however, effective June 30, 2026 we paused the offering, development and marketing of the mobile Fintech app in the U.K. We have invested a total of $19.5 million 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 plan to further curtail funding for our fintech-based subsidiary operations. Our working capital position remains strong at $12.3 million as of June 30, 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 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 fiscal year ended June 30, 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 Group, LLC (“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. 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 has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $1.0 million as of June 30, 2025. The obligations will reduce over the passage of time through periodic lease payments. See Note 14 to our Financial Statements for further analysis of this obligation.
Current wording
The Company has various operating leases for offices, warehouses and manufacturing facilities. The total amount due under these obligations was $0.5 million as of June 30, 2026. The obligations will reduce over the passage of time through periodic lease payments. See Note 15 to our Consolidated Financial Statements for further analysis of this obligation.
Previous wording
USCF Investments, from time to time, provides initial investments in the creation of ETF 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 June 30, 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 $0.5 million, $0.2 million, $0.8 million, and $2.1 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 5 to our Consolidated Financial Statements.
Current wording
USCF Investments, from time to time, provides initial investments in the creation of ETF funds that USCF Investments manages. USCF Investments classifies these investments as current assets as the intention is for these investments to generally be sold within one year from the balance sheet date; however on occasion these investments have been held for over one year. As of June 30, 2026, 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 $0.2 million, $0.5 million, and $0.6 million, respectively. These investment positions along with other investments, as applicable, are described further in Note 6 to our Consolidated Financial Statements.