Marygold Companies, Inc.

Previous wording

USCF LLC, an indirect wholly owned subsidiary, is currently the subject of class action litigation. See “Note 14. Commitments and Contingencies - Legal Proceedings” to our consolidated financial statements included in this Form 10-K.

Current wording

USCF LLC, an indirect wholly owned subsidiary, is currently the subject of class action litigation. See “Note 15. Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K.

Previous wording

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of proceedings, and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described in “Item 3. Legal Proceedings” of this Form 10-K and “Note 14. Commitments and Contingencies – Legal Proceedings” to our consolidated financial statements included in this Form 10-K. In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely affect our financial condition, results of operations or cash flows in any particular reporting period.

Current wording

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of proceedings, and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described in “Item 3. Legal Proceedings” of this Form 10-K and “Note 15. Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K. In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely affect our financial condition, results of operations or cash flows in any particular reporting period.

Previous wording

Risks Related to our Business and Structure

Current wording

Risks Related to our Business, Operations and Structure

Previous wording

We have incurred net losses during fiscal 2025 and 2024. We have paused further development of our Fintech app for the U.S. market.

Current wording

We have incurred net losses during fiscal 2026 and 2025. We have paused further development of our Fintech app for the U.S. and U.K. markets.

Previous wording

We have incurred a net loss of $5.8 million in fiscal 2025 and a net loss of $4.1 million in fiscal 2024. We have working capital of approximately $12.4 million as of June 30, 2025, compared to working capital of $19.0 million as of June 30, 2024, a decrease of 35%. Since 2019 and through June 30, 2025, we have invested $19.1 million in the development of our Fintech app for the U.S. market. Due to its limited acceptance in the U.S., effective March 31, 2025, we paused further development of the Fintech app, although we are offering a scaled version of the app in the U.K. In the event we are able to raise additional financing or to license the app to a third party, we may continue the development of the Fintech app for the U.S. market, although there can be no assurance we will be able to do so.

Current wording

We have incurred a net loss of $4.4 million and $5.8 million in fiscal 2026 and 2025, respectively. We have working capital of approximately $12.3 million as of June 30, 2026, compared to working capital of $11.6 million as of June 30, 2025, an increase of 6%. Since 2019 and through June 30, 2026, we have invested $19.5 million in the development of our Fintech app for the U.S. and U.K. markets. Due to its limited acceptance, we paused further development of the Fintech app in the U.S. effective March 31, 2025 and in the U.K. effective June 30, 2026. In the event we are able to raise additional financing or to license the app to a third party, we may continue the development of the Fintech app, although there can be no assurance we will be able to do so.

Previous wording

The principal sources of our cash flow consist of distributions, loans or other payments from our subsidiaries. Thus, our ability to finance future acquisitions or develop new projects is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they may be wholly owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise. The ability of our subsidiaries to distribute cash to us are and will remain subject to, among other things, restrictions that are contained in each subsidiaries’ financing agreements, availability of sufficient funds and applicable laws and regulatory restrictions.

Current wording

The principal sources of our cash flow consist of distributions, loans or other payments from our subsidiaries. Thus, our ability to finance future acquisitions or develop new projects is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they may be wholly owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise. The ability of our subsidiaries to distribute cash to us is and will remain subject to, among other things, restrictions contained in each subsidiary’s financing agreements, the availability of sufficient funds and applicable laws and regulatory restrictions.

Previous wording

Claims of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, including in connection with the development of our Fintech app.

Current wording

Claims of creditors of our subsidiaries generally will have priority with respect to the assets of those subsidiaries over our claims and the claims of our creditors and stockholders. To the extent our cash flow is dependent on our subsidiaries’ ability to make distributions to us, this dependence could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be benefit our businesses.

Previous wording

For the years ended June 30, 2025 and 2024, 57% and 58% of our revenues, respectively, were derived from USCF Investments operations, which consists of the management of ETFs by USCF and USCF Advisers. As a result, our operating results are particularly exposed to the performance of these funds and our ability to maintain the assets under management of these funds, as well as investor sentiment toward investing in the funds’ strategies. If the assets under management in these funds were to decline, either because of declining market values or net outflows from these funds, our revenues would be adversely affected.

Current wording

For the years ended June 30, 2026 and 2025, 83% and 73% of our revenues, respectively, were derived from USCF Investments operations, which consists of the management of ETFs by USCF and USCF Advisers. As a result, our operating results are particularly exposed to the performance of these funds and our ability to maintain the assets under management of these funds, as well as investor sentiment toward investing in the funds’ strategies. If the assets under management in these funds were to decline, either because of declining market values or net outflows from these funds, our revenues would be adversely affected.

Previous wording

Gourmet Foods obtains most food related products and services from third party suppliers. Gourmet Foods typically does not have long-term contracts with suppliers. Although Gourmet Foods’ purchasing volume can provide leverage when dealing with suppliers, suppliers may not provide the foodservice products and supplies Gourmet Foods needs in the quantities and at the time and prices requested. Gourmet Foods does not control the actual production of most of the products it sells. This means Gourmet Foods is also subject to delays caused by interruption in production and increases in product costs based on conditions outside its control. These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers; severe weather; crop conditions; product recalls; transportation interruptions; unavailability of fuel or increases in fuel costs; competitive demands; and natural disasters, terrorist attacks or other catastrophic events (including, but not limited to, the outbreak of food-borne illnesses in the United States). Gourmet Foods’ inability to obtain adequate supplies of foodservice and related products because of any of these or other factors could mean that Gourmet Foods could not fulfill its obligations to its customers and, as a result, customers may turn to other distributors.

Current wording

Gourmet Foods obtains most food related products and services from third party suppliers. Gourmet Foods typically does not have long-term contracts with suppliers. Although Gourmet Foods’ purchasing volume can provide leverage when dealing with suppliers, suppliers may not provide the foodservice products and supplies Gourmet Foods needs in the quantities and at the time and prices requested. Gourmet Foods does not control the actual production of most of the products it sells. This means Gourmet Foods is also subject to delays caused by interruption in production and increases in product costs based on conditions outside its control. These conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers; severe weather; crop conditions; product recalls; transportation interruptions; unavailability of fuel or increases in fuel costs; competitive demands; and natural disasters, terrorist attacks or other catastrophic events (including, but not limited to, the outbreak of food-borne illnesses in the United States). Gourmet Foods’ inability to obtain adequate supplies of food service and related products because of any of these or other factors could mean that Gourmet Foods could not fulfill its obligations to its customers and, as a result, customers may turn to other distributors.

Previous wording

As of June 30, 2025, the total recorded value of our goodwill and intangible assets was $3.5 million. During fiscal year 2024, we recorded an impairment loss of $1.4 million related to goodwill and other intangible assets in our beauty products business segment which had been suffering from increased losses resulting from pandemic-related changes in its distribution channels and increased costs. The impairment loss of $1.4 million included goodwill of $0.4 million and indefinite and finite lived intangible assets totaling $1.0 million relating to brand name, formulas and customer relations. We determined the fair value of the reporting unit using multiple methods including discounted cash flows and pricing of comparable companies.

Current wording

During fiscal year 2026, we recorded an impairment loss of $2.7 million related to goodwill and other intangible assets in our financial services business in the U.K. which had been suffering from increased losses resulting from the departure of a former executive and increased costs of running the business. The impairment loss of $2.7 million included goodwill of $2.0 million and indefinite and finite lived intangible assets totaling $0.7 million relating to brand name and customer relations. We determined the fair value of the reporting unit using multiple methods including discounted cash flows and pricing of comparable companies. As of June 30, 2026, the total recorded value of our goodwill and intangible assets was zero excluding amounts classified as held for sale.

Previous wording

Mr. Nicholas D. Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of 18,690,773 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately 43.4% of our total issued and outstanding Common Stock (giving effect to the conversion of all shares of our Series B Preferred Stock). Mr. Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”), of which Nicholas Gerber and Melinda Gerber are the trustees. As such, the Gerber Trust and Mr. Gerber share power to vote or to direct the voting of the shares and share power to dispose or to direct the disposition of Common Stock beneficially owned or controlled by Mr. Gerber.

Current wording

Mr. Nicholas D. Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial owner of 18,751,125 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately 43.6% of our total issued and outstanding Common Stock (giving effect to the conversion of all shares of our Series B Preferred Stock). Mr. Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”), of which Nicholas Gerber and Melinda Gerber are the trustees. As such, the Gerber Trust and Mr. Gerber share power to vote or to direct the voting of the shares and share power to dispose or to direct the disposition of Common Stock beneficially owned or controlled by Mr. Gerber.

Previous wording

Additionally, pursuant to a voting agreement (“Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all shares of our voting stock owned by them to elect each of Messrs. Gerber and Schoenberger to the Board along with other designees mutually agreed upon. By virtue of the Voting Agreement, Messrs. Gerber and Schoenberger are entitled to an aggregate of 23,388,766 votes or 54.3% of all votes for the election of directors submitted to our stockholders for their approval.

Current wording

Additionally, pursuant to a voting agreement (“Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all shares of our voting stock owned by them to elect each of Messrs. Gerber and Schoenberger to the Board along with other designees mutually agreed upon. By virtue of the Voting Agreement, Messrs. Gerber and Schoenberger are entitled to an aggregate of 23,449,118 votes or 54.6% of all votes for the election of directors submitted to our stockholders for their approval.

Previous wording

We are a holding company with a business focus on the investment management and financial technology industries. Our entry into financial technology through our Marygold U.S. subsidiary which launched its Fintech app in June 2023 and subsequently paused its operations and offering of its app to the public as of March 31, 2025. Likewise, our Marygold UK subsidiary is in the early stages of introducing a narrower version of our Fintech app in the U.K. which is not a mature business and has no track record. The Fintech industry is heavily occupied with well financed competition with extensive capital resources to fund extensive marketing campaigns of competing Fintech apps. Our resources to fund our business objectives and ongoing operations are dependent on those of our subsidiaries. If a decision is made to finance and continue to make capital investments in our Fintech subsidiary there is no guarantee of success and revenue generation. Our ability to predict revenue generation from our subsidiaries may not be accurate from time to time. Our efforts to continue to make capital investments in our Fintech subsidiary could have a detrimental effect on our operations and negatively impact our financial condition or results of operations of our businesses where our ability to accurately predict future revenue generation occurs and this could hinder the ability of our business and our other subsidiaries to effectively compete in the various industries in which we operate.

Current wording

We are a holding company with a focus on investment management. Our Marygold U.S. subsidiary launched its Fintech app in June 2023 and paused its operations and offering to the public as of March 31, 2025. Similarly, our Marygold UK subsidiary launched a narrower Fintech app in the U.K. in March 2025 and paused its operations and offering to the public as of June 30, 2026. The Fintech industry is heavily populated by well-financed competitors with extensive capital resources to fund marketing campaigns or competing Fintech apps. Our resources to fund our business objectives and ongoing operations are dependent on those of our subsidiaries. If we decide to resume capital investments in our Fintech subsidiaries, there can be no assurance of success or revenue generation. Our ability to predict revenue generation from our subsidiaries may not be accurate from time to time. Any effort to restart our Fintech subsidiaries could have a detrimental effect on our operations and negatively affect our financial condition or results of operations if our projections are inaccurate, and could hinder the ability of our businesses and subsidiaries to compete effectively in the industries in which they operate.

Previous wording

Future sales, or the potential for future sales, of our shares, including pursuant to our Equity Distribution Agreement with Maxim, could adversely affect the market price of our common stock.

Current wording

Future sales, or the potential for future sales, of our shares could adversely affect the market price of our common stock.

Previous wording

In addition to the net proceeds we received from our recent equity and debt financings, we may need to raise additional equity or debt financing to continue the development and marketing of our Fintech app, to fund ongoing operations, invest in acquisitions, and for working capital purposes. Our inability to raise such additional financing may limit our ability to continue the development of our Fintech app.

Current wording

In addition to the net proceeds we received from our equity and debt financings in the past two years, we may need to raise additional equity or debt financing to fund ongoing operations, invest in acquisitions, and for working capital purposes.

Previous wording

The financial technology industry is occupied by certain well-financed competitors with capital resources to fund marketing campaigns and the continued development and enhancement of such services. We received $1.8 million in net proceeds from our recent equity financing which closed on January 28, 2025, and intended to use such net proceeds to retire or repay outstanding indebtedness, make further capital contributions to our Marygold & Co. subsidiaries in the U.K., and for general working capital and corporate purposes. In addition to the net proceeds we received from our recent equity financing, and in view of our commitment to pay down indebtedness, we may need to raise additional equity or debt financing to continue supporting the continued development and marketing of our financial technology business in the U.K., our ongoing operations, and in order to make any future acquisitions. If a decision is made to continue to make capital investments in our financial technology division there can be no assurance our Fintech business will be successful or generate sufficient or any significant revenues, and our ability to predict revenue generation from our other contributing subsidiaries may not be accurate from time to time. Continued investment in our Fintech app could have a material adverse effect on our operations, our financial condition, and results of operations, and the market for our shares, including if our revenues from operations, financial condition, and market for our shares are negatively impacted by events outside of our control. Further, negative economic events could hinder the ability of our businesses to effectively compete in the various industries in which we operate which may create a need to raise additional financing in the future. There can be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us. Any failure to raise additional financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current and future business plans and strategies and on our ability to continue further development of our Fintech app and may require us to suspend, temporarily or otherwise, its future development.

Current wording

As of June 30, 2026, we have invested $19.5 million in the development of our Fintech app. However, as of June 30, 2026, we paused Fintech app operations in the US and UK indefinitely. Although expenses have been curtailed significantly by the closure of the US and UK Fintech apps, there may be a need to fund ongoing operations for continuing expenses in the US and UK beyond our ability to fund from consolidated operating income. Further, negative economic events could hinder the ability of our businesses to effectively compete in the various industries in which we operate which may create a need to raise additional financing in the future. There can be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us. Any failure to raise additional financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current and future business plans and strategies.