8-K
Marygold Companies, Inc. (MGLD)
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): February 5, 2026
TheMarygold Companies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41318 | 90-1133909 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
120 Calle Iglesia
Unit B
San Clemente, CA 92672
(Address of Principal Executive Offices and Zip Code)
(949)218-8542
(Registrant’stelephone 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<br> Stock, $0.001 par value | MGLD | NYSE<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 ☐
If 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. ☐
Item2.02 Results of Operations and Financial Condition.
On February 5, 2026, The Marygold Companies, Inc. issued a press release announcing its financial results for the three month and six month periods ended December 31, 2025. 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.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Earnings Press Release Dated February 5, 2026 |
| --- | --- |
| 104 | Cover<br> 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:<br> February 10, 2026 | THE MARYGOLD COMPANIES, INC. | |
|---|---|---|
| By: | /s/ Nicholas D. Gerber | |
| Nicholas<br> D. Gerber | ||
| Chief<br> Executive Officer (Principal Executive Officer) |
Exhibit99.1
TheMarygold Companies Reports Financial Results
Forits Second Fiscal Quarter Ended December 31, 2025
SanClemente, Calif., February 5, 2026 – The Marygold Companies, Inc. (the “Company”) (NYSE American: MGLD), a global holding firm with a focus on financial services, today reported financial results for its second fiscal quarter ended December 31, 2025.
Revenue for the three months ended December 31, 2025, amounted to $7.6 million, compared with the prior year period, when revenues were $8.0 million and which also included $0.6 million from Brigadier Security Systems (2000) Ltd. (“Brigadier”), a wholly owned subsidiary that was sold in July 2025 for $2.5 million. The Company’s net loss for the quarter was $0.6 million as compared with a net loss of $1.7 million for the second quarter of the prior fiscal year. The $1.1 million improvement in performance, or a loss of $0.01 per share as compared with $0.04 per share, is attributed to significant expense reductions in the fintech development and marketing expenses, along with the elimination of interest-bearing debt service.
Revenue for the six months ended December 31, 2025, totaled $14.6 million, compared with $15.9 million for the prior year period, which included $1.3 million from Brigadier. The Company’s net loss for the first half of fiscal year 2026 was $0.9 million compared to a net loss of $3.3 million in the prior year period. The improvement from posting a net loss of $0.08 per share a year ago to a net loss of $0.02 per share for the most recent period is attributed to the same factors as experienced in the three-month results, coupled with a $0.5 million gain on the sale of Brigadier.
Marygold’s balance sheet remained strong at the close of the fiscal 2026 second quarter. Cash and cash equivalents amounted to $4.1 million, with total assets of $27.8 million, total stockholders’ equity of $22.7 million and no debt.
“Results for the second quarter showed marked improvement over the prior year period, reflecting strategies management has taken to sharply reduce operating losses. We curtailed further development costs of our proprietary mobile fintech app and closely controlled expenses throughout the Company,” said David Neibert, Chief Operations Officer. “During the second quarter, we were pleased to have launched a new ETF (Ticker: WTIB) that is now trading on the NYSE Arca exchange. We are also assessing the viability of our mobile fintech app in the U.K., which showed modest growth during the quarter. We are pleased to report that our Original Sprout subsidiary was profitable for the second consecutive quarter, which was something we did not see last year. Management is dedicated to continuing these steps toward profitable operations on a consolidated basis throughout this fiscal year.”
Nicholas Gerber, Chief Executive Officer, added, “Our focus remains on growing in the financial services sector, which we know well and believe provides scalable, recurring revenue and strong long-term growth, driven by data, technology and customer trust. Concentrating our resources in financial services allows us to leverage our core capabilities, while adding value and maximizing long-term returns for our shareholders.”
BusinessUnits
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.
GourmetFoods, 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.
AboutThe 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-LookingStatements
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, positioning the Company for a return to operating 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.
Mediaand investors, for more Information, contact:
Roger S. Pondel
PondelWilkinson Inc.
310-279-5965
rpondel@pondel.com
Contactthe Company:
David Neibert, Chief Operations Officer
949-218-8542
dneibert@themarygoldcompanies.com
Financialtables follow:
THEMARYGOLD COMPANIES, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(inthousands, except per share data)
(unaudited)
| June 30, 2025 | ||||
|---|---|---|---|---|
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 4,122 | $ | 5,005 | |
| Accounts receivable, net (of which 1,577 and 1,281, respectively, due from related parties) | 2,276 | 2,361 | ||
| Inventories | 1,798 | 2,001 | ||
| Prepaid income tax and tax receivable | 1,144 | 783 | ||
| Investments, at fair value | 7,465 | 7,829 | ||
| Other current assets | 611 | 1,067 | ||
| Total current assets | 17,416 | 19,046 | ||
| Restricted cash | 12 | 63 | ||
| Property and equipment, net | 440 | 1,038 | ||
| Operating lease right-of-use assets | 1,003 | 984 | ||
| Goodwill | 2,270 | 2,481 | ||
| Intangible assets, net | 903 | 1,029 | ||
| Deferred tax assets, net | 3,440 | 3,440 | ||
| Other assets | 2,315 | 2,339 | ||
| Total assets | 27,799 | $ | 30,420 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Accounts payable and accrued expenses | 3,506 | $ | 3,831 | |
| Lease liabilities, current portion | 711 | 556 | ||
| Advance from buyer | - | 720 | ||
| Purchase consideration payable, current portion | 253 | 257 | ||
| Notes payable, current portion | - | 1,268 | ||
| Total current liabilities | 4,470 | 6,632 | ||
| Lease liabilities, net of current portion | 420 | 580 | ||
| Deferred tax liabilities, net | 221 | 221 | ||
| Total long-term liabilities | 641 | 801 | ||
| Total liabilities | 5,111 | 7,433 | ||
| STOCKHOLDERS’ EQUITY | ||||
| Preferred stock, par value 0.001; 50,000 shares authorized Series B: 13 shares issued and outstanding at both December 31, 2025 and June 30, 2025 | - | - | ||
| Common stock, 0.001 par value; 900,000 shares authorized; 42,811 and 42,818 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively | 42 | 42 | ||
| Additional paid-in capital | 15,276 | 15,167 | ||
| Accumulated other comprehensive income (loss) | 104 | (420 | ) | |
| Retained earnings | 7,266 | 8,198 | ||
| Total stockholders’ equity | 22,688 | 22,987 | ||
| Total liabilities and stockholders’ equity | 27,799 | $ | 30,420 |
All values are in US Dollars.
THEMARYGOLD COMPANIES, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(inthousands, except per share data)
(unaudited)
| Three Months Ended<br> <br>December 31, | Six Months Ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | ||||||||||||
| Fund management - related party | $ | 4,565 | $ | 4,685 | $ | 8,894 | $ | 9,276 | ||||
| Food products | 1,651 | 1,688 | 3,407 | 3,510 | ||||||||
| Beauty products | 1,159 | 832 | 1,830 | 1,430 | ||||||||
| Security systems | - | 585 | - | 1,274 | ||||||||
| Financial services | 268 | 214 | 476 | 423 | ||||||||
| Revenue | 7,643 | 8,004 | 14,607 | 15,913 | ||||||||
| Cost of revenue | 1,987 | 2,076 | 3,586 | 4,203 | ||||||||
| Gross profit | 5,656 | 5,928 | 11,021 | 11,710 | ||||||||
| Operating expense | ||||||||||||
| Salaries and compensation | 2,622 | 2,947 | 5,091 | 6,094 | ||||||||
| General and administrative expense | 1,700 | 2,361 | 3,755 | 4,926 | ||||||||
| Fund operations | 1,450 | 1,566 | 2,976 | 2,978 | ||||||||
| Marketing and advertising | 459 | 738 | 944 | 1,407 | ||||||||
| Depreciation and amortization | 56 | 142 | 150 | 301 | ||||||||
| Total operating expenses | 6,287 | 7,754 | 12,916 | 15,706 | ||||||||
| Loss from operations | (631 | ) | (1,826 | ) | (1,895 | ) | (3,996 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest and dividend income | 127 | 1,064 | 212 | 1,215 | ||||||||
| Interest expense | (1 | ) | (362 | ) | (70 | ) | (393 | ) | ||||
| Gain on sale of Brigadier | - | - | 521 | - | ||||||||
| Other (expense) income, net | (59 | ) | (1,105 | ) | 159 | (1,124 | ) | |||||
| Total other income (expense), net | 67 | (403 | ) | 822 | (302 | ) | ||||||
| Loss before income taxes | (564 | ) | (2,229 | ) | (1,073 | ) | (4,298 | ) | ||||
| Provision for (benefit from) income taxes | (12 | ) | 482 | 141 | 966 | |||||||
| Net loss | $ | (576 | ) | $ | (1,747 | ) | $ | (932 | ) | $ | (3,332 | ) |
| Weighted average shares of common stock | ||||||||||||
| Basic and diluted | 42,863 | 40,863 | 42,951 | 40,855 | ||||||||
| Net loss per common share | ||||||||||||
| Basic and diluted | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.08 | ) |