Form 8-K

8-K — Marygold Companies, Inc.

Accession: 0001493152-26-022420

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001005101

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001005101

2026-05-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 11, 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.

May 11, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month and nine month

periods ended March 31, 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 May 11, 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:

May 12, 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 30.2% Revenue Increase and Profitability

for

the Third Fiscal Quarter ended March 31, 2026

—Positive

Performance Reflects Significant Growth in USCF Fund Management

Coupled

with a Curtailment of Fintech Expenses—

San

Clemente, Calif., May 11, 2026—The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a diversified

global holding firm with a focus on financial services, today reported improved financial results for the three and nine months ended

March 31, 2026.

Revenue

for the 2026 third fiscal quarter rose 30.2% to $7.2 million, from $5.5 million last year, which included $0.6 million from the Company’s

Canadian subsidiary that was sold in July 2025. Net income increased to $222,000, equal to $0.01 per share, from a loss of $1.0 million,

or a loss of $0.2 per share, a year ago.

For

the nine months ended March 31, 2026, revenue advanced to $18.4 million from $17.9 million in the comparable prior year period, which

included $1.8 million from the Company’s previously owned Canadian subsidiary. The Company’s net loss for the 2026 year-to-date

period was reduced to $0.7 million, or a loss of $0.02 per share, from a net loss of $4.3 million, equal to a loss of $0.11 per share,

a year ago. The current year to date period includes a $0.5 million gain on the sale of the Company’s Canadian subsidiary.

The

Company’s balance sheet remains strong. At March 31, 2026, cash and cash equivalents amounted to $3.0 million, and investments

totaled $7.9 million. Total assets at March 31, 2026, were $28.1 million, and total stockholders’ equity at the quarter’s

end was $22.9 million.

“In

keeping with our transformation strategy to refocus The Marygold Companies’ resources on ETF fund management and financial services,

we have initiated a formal process to sell our New Zealand businesses, comprised of Gourmet Foods and Printstock Products,” said

David Neibert, Chief Operations Officer. “These businesses have now been classified as discontinued operations, and it is our goal

to effect a sale within the next 12 months. This initiative follows the disposition in July 2025 of our wholly owned Canadian subsidiary,

Brigadier Security Systems Ltd., for $2.3 million.

“Our

largest operating unit, USCF Investments, performed well during the quarter, with revenues increasing 55% to $6.3 million from $4.1 million

a year ago. The growth was primarily attributable to an 81% increase in assets under management (AUM), which averaged $4.7 billion for

the 2026 third fiscal quarter, compared with $2.6 billion last year. The AUM increase largely reflected the geopolitical situation in

the Middle East and Eastern Europe, with oil and other commodity price increases. We also significantly decreased costs in the fintech

sector, including reducing labor and other expenses that previously prevented us from achieving profitable operations on a consolidated

basis.”

Nicholas

Gerber, Chief Executive Officer, added, “We are making deliberate, sometimes difficult, choices to reshape the Company around a

clear, focused vision. By divesting businesses that do not align with our core financial services sector, we aim to concentrate our resources

to position the Company to deliver strong long-term returns for our shareholders. During this process, we continue to support our non-core

subsidiaries, which are expected to continue with normal operations until such time as a transaction is consummated.”

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.

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 successfully divesting non-core businesses, 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

949-429-5370

dneibert@themarygoldcompanies.com

(Financial Tables Follow)

THE

MARYGOLD COMPANIES, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

thousands, except per share data)

(unaudited)

March 31, 2026

June 30, 2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 2,975

$ 5,004

Accounts receivable, net (of which $2,719 and $1,281, respectively, due from related parties)

2,888

1,778

Inventories

1,055

928

Prepaid income tax and tax receivable

1,018

833

Investments, at fair value

7,931

7,829

Other current assets

617

1,046

Total current assets

16,484

17,418

Restricted cash

Property and equipment, net

609

Operating lease right-of-use assets

551

599

Goodwill

1,984

2,206

Intangible assets, net

717

937

Deferred tax assets, net

3,440

Assets held for sale

2,538

2,821

Other assets

2,314

2,339

Total assets

$ 28,051

$ 30,420

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

$ 3,280

$ 3,224

Lease liabilities, current portion

393

307

Advance from buyer

720

Purchase consideration payable, current portion

247

257

Note payable

1,268

Total current liabilities

3,920

5,776

Lease liabilities, net of current portion

199

341

Deferred tax liabilities, net

221

Liabilities associated with assets held for sale

855

1,095

Total long-term liabilities

1,275

1,657

Total liabilities

5,195

7,433

STOCKHOLDERS’ EQUITY

Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both March 31, 2026 and June 30, 2025

Common stock, $0.001 par value; 900,000 shares authorized; 42,811 and 42,818 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively

Additional paid-in capital

15,342

15,167

Accumulated other comprehensive loss

(16 )

(420 )

Retained earnings

7,488

8,198

Total stockholders’ equity

22,856

22,987

Total liabilities and stockholders’ equity

$ 28,051

$ 30,420

THE

MARYGOLD COMPANIES, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(in

thousands, except per share data)

(unaudited)

Three Months Ended March 31,

Nine Months Ended March 31,

2026

2025

2026

2025

Revenue

Fund management - related party

$ 6,327

$ 4,093

$ 15,220

$ 13,369

Beauty products

707

641

2,537

2,071

Security systems

568

1,842

Financial services

155

220

631

644

Revenue

7,189

5,522

18,388

17,926

Cost of revenue

398

648

1,400

2,161

Gross profit

6,791

4,874

16,988

15,765

Operating expense

Salaries and compensation

2,346

2,483

7,149

8,262

General and administrative expense

1,497

2,020

4,896

6,588

Fund operations

2,296

1,140

5,272

4,118

Marketing and advertising

694

688

1,618

2,077

Depreciation and amortization

115

212

338

Total operating expenses

6,927

6,446

19,147

21,383

Loss from continuing operations

(136 )

(1,572 )

(2,159 )

(5,618 )

Other income (expense):

Interest and dividend income

286

1,280

Interest expense

(323 )

(67 )

(715 )

Gain on sale of Brigadier

521

Other income (expense), net

287

426

434

(700 )

Total other income (expense), net

362

178

1,174

(135 )

Income (loss) from continuing operations before income taxes

226

(1,394 )

(985 )

(5,753 )

Benefit from income taxes

307

184

1,273

Net income (loss) from continuing operations

269

(1,087 )

(801 )

(4,480 )

Net (loss) income from discontinued operations

(47 )

136

Net income (loss)

$ 222

$ (1,012 )

$ (710 )

$ (4,344 )

Weighted average shares of common stock

Basic

42,960

40,816

42,954

40,843

Diluted

43,075

40,816

42,954

40,843

Net income (loss) per common share

Basic

$ 0.01

$ (0.02 )

$ (0.11 )

Diluted

$ 0.01

$ (0.02 )

$ (0.11 )

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

May 11, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 11, 2026

Entity File Number

001-41318

Entity Registrant Name

The

Marygold Companies, Inc.

Entity Central Index Key

0001005101

Entity Tax Identification Number

90-1133909

Entity Incorporation, State or Country Code

Entity Address, Address Line One

120

Calle Iglesia

Entity Address, Address Line Two

Unit

Entity Address, City or Town

San

Clemente

Entity Address, State or Province

Entity Address, Postal Zip Code

92672

City Area Code

(949)

Local Phone Number

218-8542

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 par value

Trading Symbol

MGLD

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration