Form 8-K

8-K — Marygold Companies, Inc.

Accession: 0001493152-26-043498

Filed: 2026-09-21

Period: 2026-09-18

CIK: 0001005101

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 18, 2026

The

Marygold Companies, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41318

90-1133909

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

120

Calle Iglesia

Unit

San

Clemente, CA 92672

(Address

of Principal Executive Offices and Zip Code)

(949)

218-8542

(Registrant’s

telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

MGLD

NYSE

American LLC

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

September 18, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the fiscal year and fourth

quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Pursuant

to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this

Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, nor shall they be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by specific reference in such filing regardless of any general incorporation language.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Earnings Press Release Dated September 18, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

September 21, 2026

THE

MARYGOLD COMPANIES, INC.

By:

/s/

Nicholas D. Gerber

Nicholas

D. Gerber

Chief

Executive Officer (Principal Executive Officer)

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

The

Marygold Companies Reports Financial Results

For

Fiscal Year and Fourth Quarter Ended June 30, 2026

San

Clemente, Calif., September 18, 2026 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified

global holding firm with a focus on financial services, today reported financial results for the fiscal year and fourth quarter ended

June 30, 2026.

Revenue

for fiscal 2026 grew 8% to $25.3 million, from $23.4 million for fiscal 2025. The Company narrowed its net loss to $4.4 million, or a

net loss of $0.10 per share, from a net loss of $5.8 million, or a net loss of $0.14 per share, for the prior fiscal year.

For

the fourth quarter ended June 30, 2026, revenue increased 26% to $6.9 million, from $5.5 million for the year-ago quarter. The Company’s

net loss was $3.7 million, equal to a net loss of $0.09 per share, versus a net loss of $1.5 million, equal to a net loss of $0.04 per

share, for the quarter ended June 30, 2025. Marygold’s net loss for the most recent fourth quarter primarily reflected the write-off

of intangible assets of $2.7 million resulting from losses incurred by the Company’s UK financial services business and the impairment

of a certain illiquid investment totaling $0.9 million.

the close of fiscal 2026, stockholders’ equity totaled $19.2 million, compared with $23.0 million at the close of fiscal 2025.

Total assets at the 2026 fiscal year-end amounted to $24.0 million, versus $30.4 million last year. The Company had cash and cash equivalents

of $2.9 million at the end of fiscal 2026, compared with $5.0 million at the end of fiscal 2025.

“Our

largest operating unit, USCF Investments, delivered strong growth in fiscal 2026, with revenue increasing 23%, fueled by a 41% rise in

average assets under management (AUM.) Average AUM increased to $4.1 billion for the year, up from $2.9 billion in the prior fiscal year,

driven primarily by heightened energy-related commodity prices amid ongoing geopolitical uncertainty,” said David Neibert, Chief

Operations Officer.

“While

higher shipping and raw material costs weighed on margins across our consumer-facing subsidiaries, operational improvements helped to

lower overall losses globally. Leading the way domestically was Original Sprout, which achieved 13% revenue growth and a return to profitability

after we successfully transformed our sales strategy to align with changing customer shopping preferences,” Neibert added.

Nicholas

Gerber, Chief Executive Officer, said, “Fiscal 2026 was a year of purposeful transformation for the Company. We made disciplined,

strategic decisions to strengthen our foundation, concentrate resources on our core fund management businesses, and position the company

for long-term success. As part of this process, we designated our New Zealand subsidiaries as discontinued operations, meaning we have

put them up for sale, while maintaining operational support throughout the transition. We sold our Canadian security business at the

start of the year, and we made the painful decision to pause our fintech operations both in the U.S. and the U.K. While the changes we

made resulted in substantial non-cash write-offs that produced an operating loss for the year, we’re now positioned to operate

with less overhead and expect to be on a path to profitability in the coming fiscal year. We are committed to taking the right actions

now in order to secure a return for our shareholders in the long-term.”

Business

Units

The

Company’s USCF Investments subsidiary, https://www.uscfinvestments.com/, acquired in 2016 and based in Walnut Creek,

Calif., serves as manager, operator or investment adviser to 17 exchange traded products, structured as limited partnerships or investment

trusts that issue shares trading on the NYSE Arca.

Gourmet

Foods, https://gourmetfoodsltd.co.nz/, acquired in 2015, is a commercial-scale bakery that produces and distributes iconic

meat pies and pastries throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies. Acquired by Gourmet Foods in

2020, Printstock Products Limited, https://www.printstock.co.nz, is a printer of specialized food wrappers and is located in Napier,

New Zealand.

San

Clemente, Calif.-based Original Sprout, www.originalsprout.com, acquired in 2017, produces a full line of hair and skin

care products distributed throughout the U.S. and in many regions throughout the world.

Marygold

& Co. (UK) Limited, https://marygoldandco.uk/, was established in the U.K. in 2021 and operates through two U.K.-based

investment advisory business units: Marygold & Co Limited (fka/Tiger Financial and Asset Management), acquired in 2022, http://www.tfam.co.uk/,

and Step-by-Step Financial Planners, acquired in 2024, https://www.sbsfp.co.uk/, that manage clients’ financial wealth across

a diverse product range. They also offer individuals and businesses in the U.K. a mobile fintech app that provides a high interest rate

on deposits and intuitive money management tools.

About

The Marygold Companies, Inc.

The

Marygold Companies, Inc. was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries

in financial services, food manufacturing, printing, and beauty products, under the trade names USCF Investments, Marygold & Co.,

Step-By-Step Financial Planners, Marygold & Co. Limited, Gourmet Foods, Printstock Products, and Original Sprout, respectively. Offices

and manufacturing operations are in the U.S., New Zealand, and the U.K. For more information, visit www.themarygoldcompanies.com.

Forward-Looking

Statements

This

press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”

“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”

“plan,” “may” “will,” “could,” “should” “believes,” “predicts,”

“potential,” “continue” and similar expressions are intended to identify such forward-looking statements. Such

forward-looking statements, including, but not limited to “..expect to be on a path to profitability”, involve significant

risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should

not rely on these forward-looking statements as predictions of future events. Readers should refer to the further detail of the risks

disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Company’s

other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned not

to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company

disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press

release.

Media and investors, for more information, contact:

Roger S. Pondel

PondelWilkinson

310-279-5965

rpondel@pondel.com

Contact the Company:

David Neibert, Chief Operations Officer

949-218-8542

dneibert@themarygoldcompanies.com

(Financial Tables Follow)

THE

MARYGOLD COMPANIES, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(in

thousands, except per share data)

Year Ended June 30,

2026

2025

Revenue

Fund management - related party

$ 21,126

$ 17,135

Beauty products

3,367

2,974

Security systems

2,471

Financial services

820

854

Revenue

25,313

23,434

Cost of revenue

1,864

3,163

Gross profit

23,449

20,271

Operating expense

Salaries and compensation

9,202

10,781

Fund operations

7,773

5,222

General and administrative expense

6,347

8,175

Impairment loss

3,605

Marketing and advertising

2,296

2,460

Depreciation and amortization

238

468

Total operating expenses

29,461

27,106

Loss from continuing operations

(6,012 )

(6,835 )

Other income (expense):

Interest and dividend income

365

1,384

Interest expense

(67 )

(1,166 )

Other income (expense), net

909

(939 )

Total other income (expense), net

1,207

(721 )

Loss from continuing operations before income taxes

(4,805 )

(7,556 )

Benefit from income taxes

277

1,562

Net loss from continuing operations

(4,528 )

(5,994 )

Net income from discontinued operations

157

174

Net loss

$ (4,371 )

$ (5,820 )

Weighted average shares of common stock

Basic and diluted

42,956

41,701

Net loss per common share

Basic and diluted

$ (0.10 )

$ (0.14 )

THE

MARYGOLD COMPANIES, INC.

CONSOLIDATED

BALANCE SHEETS

(in

thousands, except per share data)

June 30, 2026

June 30, 2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 2,880

$ 5,004

Accounts receivable, net (of which $2,684 and $1,281, respectively, due from related parties)

2,892

1,778

Inventories

1,051

928

Prepaid income tax and tax receivable

814

833

Investments, at fair value

7,848

7,829

Other current assets

513

1,046

Total current assets

15,998

17,418

Restricted cash

Property and equipment, net

609

Operating lease right-of-use asset

429

599

Goodwill

2,206

Intangible assets, net

937

Deferred tax assets, net

3,599

3,440

Assets held for sale

2,517

2,821

Other assets

1,414

2,339

Total assets

$ 23,979

$ 30,420

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

$ 3,364

$ 3,224

Operating lease liabilities, current portion

314

307

Advance from buyer of Brigadier Security Systems

720

Purchase consideration payable, current portion

257

Note payable, current portion

1,268

Total current liabilities

3,678

5,776

Operating lease liabilities, net of current portion

154

341

Deferred tax liabilities, net

221

Liabilities associated with assets held for sale

921

1,095

Total long-term liabilities

1,075

1,657

Total liabilities

4,753

7,433

STOCKHOLDERS’ EQUITY

Preferred stock, $0.001 par value; 50,000 shares authorized; Series B: 13 shares issued and outstanding at both June 30, 2026 and 2025, respectively

Common stock, $0.001 par value; 900,000 shares authorized; 42,712 and 42,818 shares issued and outstanding at June 30, 2026 and 2025, respectively

Additional paid-in capital

15,270

15,167

Accumulated other comprehensive income (loss)

(420 )

Retained earnings

3,827

8,198

Total stockholders’ equity

19,226

22,987

Total liabilities and stockholders’ equity

$ 23,979

$ 30,420

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