Form 8-K

8-K — Marygold Companies, Inc.

Accession: 0001493152-26-050654

Filed: 2026-11-09

Period: 2026-11-06

CIK: 0001005101

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): November 6, 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.

November 6, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month period ended

September 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 November 6, 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:

November 9, 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

First Fiscal Quarter Ended September 30, 2026

San

Clemente, Calif., November 6, 2026 – The Marygold Companies, Inc. (the “Company” or “Marygold”) (NYSE

American: MGLD), a global holding firm with a focus on financial services, today reported financial results for its first fiscal quarter

ended September 30, 2026.

Revenue

for the three months ended September 30, 2026 rose to $9.4 million, excluding $1.5 million in revenue from the Company’s New Zealand

subsidiaries which have been classified as discontinued operations, as compared with $5.2 million for the three months ended September

30, 2025.

Marygold

reported net income from continuing operations of $1.7 million for the most recent fiscal first quarter versus a net loss from continuing

operations of $0.5 million in last year’s first quarter. Net income for the fiscal 2027 first quarter amounted to $1.8 million,

equal to $0.04 per share, compared with a net loss of $0.4 million, or $0.01 per share, a year ago.

The

Company’s balance sheet remained strong at the close of the fiscal 2027 first quarter, with cash and cash equivalents of $4.5 million;

total assets of $25.4 million, and total stockholders’ equity of $20.9 million, all improved since the prior fiscal year-end.

David

Neibert, Chief Operations Officer, said, “Revenues and income increased significantly for the first quarter, primarily reflecting

the increased activity in energy related ETFs, due in part to the Iran war. Our other non-financial services operations, including discontinued

operations in New Zealand, were also profitable during the first quarter. However, our UK investment advisory businesses recorded a net

loss of $0.1 million for the quarter as compared with a net loss of $0.4 million for the prior year quarter, showing a significant reduction

in expenses associated with the mobile fintech banking app now on pause.

“The

Company’s largest operating unit, USCF Investments, delivered strong growth during the first quarter, with revenue nearly doubling

to $8.4 million from $4.3 million a year ago. The increase is attributed primarily to the increase in average assets under management,

which also nearly doubled to $5.5 billion from $2.9 billion in the prior year quarter. The growth reflected energy price volatility associated

with geopolitical events in the Middle East and Eastern Europe, as well as economic uncertainty affecting inventory and demand.”

Nicholas

Gerber, Chief Executive Officer, added, “During the quarter, the Company announced it had entered into a definitive merger agreement

under which funds managed by Madison Dearborn Partners will acquire all of the outstanding shares of The Marygold Companies for $2.00

per share, representing a premium of 100% over the Company’s closing share price on September 24, 2026, the day before the agreement

was announced. The transaction is expected to close during the first half of 2027, or earlier, upon satisfaction of a number of closing

conditions that are usual and customary for transactions of this nature.”

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 16 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. These entities are now classified as “Discontinued Operations” in our Condensed Consolidated Financial Statements.

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.

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 completion of the transaction under which funds managed by Madison Dearborn

Partners will acquire all of the outstanding shares of The Marygold Companies, 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)

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

thousands, except per share data)

(unaudited)

September 30, 2026

June 30, 2026

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 4,484

$ 2,880

Accounts receivable, net (of which $2,871 and $2,684, respectively, due from related parties)

3,192

2,892

Inventories

941

1,051

Prepaid income tax and tax receivable

300

814

Investments, at fair value

8,109

7,848

Assets held for sale

2,478

2,517

Other current assets

567

513

Total current assets

20,071

18,515

Operating lease right-of-use assets

304

429

Deferred tax assets, net

3,599

Other assets

1,434

1,436

Total assets

$ 25,408

$ 23,979

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

$ 3,377

$ 3,364

Lease liabilities, current portion

232

314

Liabilities associated with assets held for sale

758

921

Total current liabilities

4,367

4,599

Lease liabilities, net of current portion

109

154

Total liabilities

4,476

4,753

STOCKHOLDERS’ EQUITY

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

Common stock, $0.001 par value; 900,000 shares authorized; 42,760 and 42,712 shares issued and outstanding at September 30, 2026 and June 30, 2026, respectively

Additional paid-in capital

15,359

15,270

Accumulated other comprehensive (loss) income

(49 )

Retained earnings

5,580

3,827

Total stockholders’ equity

20,932

19,226

Total liabilities and stockholders’ equity

$ 25,408

$ 23,979

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in

thousands, except per share data)

(unaudited)

Quarters

Ended September 30,

2026

2025

Revenue

Fund management - related party

$ 8,404

$ 4,329

Beauty products

792

671

Financial services

160

208

Revenue

9,356

5,208

Cost of revenue

403

301

Gross profit

8,953

4,907

Operating expense

Fund operations

2,448

1,525

Salaries and compensation

2,391

2,330

General and administrative expense

1,501

1,942

Marketing and advertising

752

475

Total operating expenses

7,092

6,272

Income (loss) from continuing operations

1,861

(1,365 )

Other income:

Interest and dividend income

Other income, net

199

666

Total other income, net

287

750

Income (loss) from continuing operations before income taxes

2,148

(615 )

(Provision) benefit from income taxes

(473 )

153

Net income (loss) from continuing operations

1,675

(462 )

Net income from discontinued operations (see Note 3)

106

Net income (loss)

$ 1,753

$ (356 )

Weighted average shares of common stock

Basic

42,973

42,959

Diluted

42,977

42,959

Net income (loss) from continuing operations per common share – basic and diluted

$ 0.04

$ (0.01 )

Net income (loss) per common share – basic and diluted

0.04

(0.01

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