8-K/A
Marygold Companies, Inc. (MGLD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2021
The Marygold Companies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada 000-29913 90-1133909<br> (state of incorporation) (Commission File Number) (IRS Employer I.D. Number)<br><br> <br><br><br> <br>120 Calle Iglesia, Unit B<br><br> <br>San Clemente, CA 92672<br> Tel. (949) 429-5370<br><br> <br>Fax. (888) 312-0124 |
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
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 (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class of Security | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.001 par value | MGLD | NYSE American |
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 12b-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. ☐
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K/A (Amendment No. 1) includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding purchase price adjustments, if any. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional information may become known prior to the expected payment dates. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by The Marygold Companies, Inc. (“Marygold” or the “Company”) to amend its Current Report on Form 8-K (the “Prior 8-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2021, in connection with the Share Purchase Agreement (the “Agreement”) it's wholly-owned subsidiary, Marygold & Co. (UK) Limited, a U.K. limited company, ("Marygold UK") entered into with Keith John Halford (the “Seller”) to purchase the entire issued share capital of Tiger Financial & Asset Management Limited, a U.K. limited company (“Tiger Financial”).
The Company is filing this Amendment solely to provide an update regarding the completion of the acquisition of Tiger Financial and to disclose the Company’s press release announcing the acquisition.
Item 1.01 Entry into a Material Definitive Agreement
As previously reported in the Prior 8-K, on August 17, 2021, the Company, through its wholly-owned subsidiary Marygold UK, entered into the Agreement with the Seller to purchase the entire issued share capital of Tiger Financial, subject to other possible adjustments as set forth in the Agreement.
On June 20, 2022, Marygold UK entered into a Variation Agreement providing for a revised schedule of payments which shall be paid by Marygold UK to the Seller, as described therein (the “Variation Agreement”).
All defined terms not otherwise defined herein shall have the meaning as set forth in the Agreement. The foregoing description of the Agreement and the Variation Agreement are not complete and are subject to and qualified in their entirety by: (i) reference to the copy of the Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2021 and incorporated by reference; and (ii) reference to the copy of the Variation Agreement filed as Exhibit 10.2 hereto and incorporated by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
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On June 20, 2022, the Company, through its wholly owned subsidiary, Marygold UK, completed the closing of the Agreement entered into on August 13, 2021, and amended pursuant to the Variation Agreement entered into on June 20, 2022, with the Seller to purchase the entire issued share capital of Tiger Financial in exchange for an aggregate purchase price of £2,363,977 (approximately US$2,978,611) (the “Purchase Price”), subject to other possible adjustments as set forth in the Agreement. Payment of the Purchase Price shall take place in three installments, commencing on the closing date, in accordance with the Variation Agreement.
All defined terms not otherwise defined herein shall have the meaning as set forth in the Agreement. The foregoing description of the Agreement and the Variation Agreement are not complete and are subject to and qualified in their entirety by: (i) reference to the copy of the Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2021 and incorporated by reference; and (ii) reference to the copy of the Variation Agreement filed as Exhibit 10.2 hereto and incorporated by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
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The information provided in response to Item 2.01 of this Current Report is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events |
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On June 21, 2022, the Company issued a press release announcing the closing of the Agreement. The press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits.
Exhibit No. Description
10.2 Variation Agreement entered into on June 20, 2022 (2)
99.1 Press Release of The Marygold Companies, Inc., dated June 21, 2022 (2)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1) Previously filed as exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 17, 2021 and incorporated herein by this reference.
(2) Filed herewith.
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.
THE MARYGOLD COMPANIES, INC.
Date: June 21, 2022**** By: /s/ Nicholas Gerber
Nicholas Gerber
Chief Executive Officer
ex_386633.htm
EXHIBIT 10.2
DATED
20 June 2022
Variation agreement
between
Keith Halford
and
Marygold & Co. (UK) Limited
CONTENTS
____________________________________________________________
CLAUSE
| 1. | Terms defined in the Agreement ........ | 2 |
|---|---|---|
| 2. | Consideration .................................... | 2 |
| --- | --- | --- |
| 3. | Variation ........................................... | 2 |
| --- | --- | --- |
| 4. | Governing law and jurisdiction ....... | 6 |
| --- | --- | --- |
SCHEDULE
Schedule 1 Original Agreement .......7
This agreement is dated the 20^th^ day of June 2022
Parties
| (1) | Keith John Halford of Elmgarth Moulton Lane Boughton Northampton NN2 8RG (Seller) |
|---|---|
| (2) | Marygold & Co. (UK) Limited incorporated and registered in England and Wales with company number 13543393 whose registered office is at TMRW Hub @ Davis House Robert Street Croydon United Kingdom CR0 1QQ (Buyer) |
| --- | --- |
BACKGROUND
| (A) | The Seller and the Buyer are party to an agreement for the sale of Tiger Financial & Asset Management Limited dated 13 August 2021 (Agreement), a copy of which is attached as Schedule 1 to this variation agreement. |
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| (B) | The parties wish to make the following amendments to the Agreement as set out below with effect from the date of this variation agreement (Variation Date). |
| --- | --- |
Agreed terms
| 1. | Terms defined in the Agreement |
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In this variation agreement, expressions defined in the Agreement and used in this variation agreement have the meaning set out in the Agreement.
| 2. | Consideration |
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In consideration of the sum of £1.00 (receipt of which the Seller expressly acknowledges) and the mutual promises set out in this agreement, the parties agree to amend the Agreement as set out below.
| 3. | Variation |
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With effect from the Variation Date the Parties agree the following amendments to the Agreement:
| a. | Clause 1.1 | The agreed form of the “Charge over Bank Account” shall be the version attached hereto |
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| b. | Clause 5.4 | A new subclause (iii) shall be added as follows: -<br><br> <br>(iii) The Buyer shall not be responsible to the Seller for any reason whatsoever if the Bank as set out in the Charge over Bank Account either: -<br><br> <br>(a) fails to return the acknowledgment set out therein;<br><br> <br>(b) rejects the notice; or<br><br> <br>(c) returns it with amendments. |
|---|---|---|
| c. | Clause 7.2 (a) | In this clause the words “the first anniversary of the Completion Date” shall be replaced by “the 31^st^ of December 2022” |
| d. | Clause 7.2 (b) | In this clause the words “the second anniversary of the Completion Date” shall be replaced by the words “31 December 2023” |
| e. | Clause 7.3 | In this clause the words “of two years from Completion” shall be replaced by the words “between the Completion Date and 31 December 2023” |
| f. | Clause 10.1 (a) | In this clause the words from “(being £19,017” to the end of the clause shall be replaced with the words “and which for the avoidance of doubt relates to the period from Completion until 31 January 2023.” |
| g. | Paragraph 1.1 of Schedule 1 | In this clause the definition “NOD’ used to calculate “Lost Client Value” shall be altered to read:<br><br> <br>“NOD = number of days since 31 December 2021 to the date upon which the Client terminates their agreement or, in relation to a Material Withdrawal, the date upon which the aggregate sum withdrawn is greater than £75,000.00”<br><br> <br>and the words in subclause (a) being “the Completion Date to and including the second anniversary of the Completion Date” shall be replaced by the words “1 January 2022 to and including 31 December 2023” |
| h. | Paragraph 2.1 of Schedule 1 | In this clause the words “the second anniversary of the Completion Date” shall be replaced by the words “31 December 2023”. |
| i. | Paragraph 4.1 of Schedule 1 | In this clause the words “the expiry of the period of two years from the Completion Date shall be replaced by “31 December 2023” |
| (d) | Except as set out in this agreement, the Agreement shall continue in full force and effect. | |
| --- | --- | |
| (C) | Governing law and jurisdiction | |
| --- | --- | |
| (a) | This variation agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales. | |
| --- | --- | |
| (b) | The parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation . | |
| --- | --- |
This agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
| Schedule 1 | Original Agreement |
|---|---|
| Executed as deed by Marygold & Co. (UK) Limited acting by [NAME OF DIRECTOR] a director, in the presence of:<br><br> <br>WITNESS:<br><br> <br>Signature:...............................................................<br><br> <br>Name:...................................................................<br><br> <br>Address:................................................................<br><br> <br>……........................................................................<br><br> <br>……........................................................................<br><br> <br>Occupation:............................................................ | ………………………………..<br><br> <br>Director |
| --- | --- |
| Executed as deed by Keith Halford in the presence of:<br><br> <br>WITNESS:<br><br> <br>Signature:...............................................................<br><br> <br>Name:...................................................................<br><br> <br>Address:................................................................<br><br> <br>……........................................................................<br><br> <br>……........................................................................<br><br> <br>Occupation:............................................................ | ……………………………………..<br><br> <br>Keith Halford |
| --- | --- |
ex_386634.htm
EXHIBIT 99.1
The Marygold Companies Completes Acquisition
of Tiger Financial & Asset Management Limited
Transaction Enables Company to Expand Financial Services Offerings Throughout the U.K.
San Clemente, Calif., June 21, 2022—The Marygold Companies, Inc. (NYSE American: MGLD) (the “Company”) (formerly, Concierge Technologies, Inc.) today announced completion of the previously announced acquisition of Tiger Financial & Asset Management Limited, a U.K. based investment adviser ("Tiger"), for £1.5 million (approximately US$1.9 million) in cash, plus net current assets estimated to be £863,977 (approximately US$1.1 million) for a total aggregate price of approximately US$3.0 million. The purchase price consideration is to be paid in three installments with approximately US$1.7 million at closing, and the remainder of approximately US$1.3 million paid in approximately equal installments at December 31, 2022 and December 31, 2023 (Conversion to U.S. currency noted above is estimated and averaged as of June 13, 2022).
The transaction was consummated through Marygold & Co. (UK) Limited, a London-based business unit formed in 2021, and wholly owned subsidiary of the Company.
Based in Boughton, Northampton, England, Tiger has approximately £42 million (approximately US$53 million) in assets under advice. The firm’s core business is managing clients’ financial wealth across a diverse product range, including cash, national savings, individual savings accounts, unit trusts, insurance company products such as investment bonds and other investment vehicles. **** Tiger’s founder and former owner, Keith Halford, and his team will remain with the company.
“The completion of this transaction paves the way for the Company to expand our financial services into the U.K., as well as introduce new services, such as the mobile fintech app being developed by our U.S. subsidiary, Marygold & Co., that will offer U.S. clients payment services and personalized banking that provide a secure way to send, receive, spend and save with no banking fees or minimum requirements. The Marygold app is expected to launch in the U.S. later this year.” said Nicholas Gerber, CEO of The Marygold Companies. “Tiger is a great fit for us and is expected to be immediately accretive. We welcome Tiger into The Marygold Companies family.”
“I am delighted that Tiger has become part of The Marygold Companies family and look forward to continuing to advise Tiger’s clients and maintain the high standards of service they have come to appreciate” said Keith Halford.
“The acquisition of Tiger is a very important first step for Marygold & Co. in the UK, giving us the initial regulatory license to be able to grow and expand our advice services to new clients.” said Matthew Parden, CEO of Marygold & Co. (UK) Limited. “We are hugely encouraged by the coming opportunity to leverage our highly transformative fintech capabilities within the UK financial advice market, which is ripe for change.”
The Company’s other financial services subsidiaries include Denver based Marygold & Co. (www.marygoldandco.com) formed in 2019 to explore opportunities in the financial technology sector, and currently completing development of a mobile banking app, and USCF Investments (www.uscfinvestments.com), whose entities serve as fund manager and investment adviser to eleven exchange traded products that have approximately $5 billion in assets under management at March 31, 2022.
About The Marygold Companies, Inc.
The Marygold Companies, Inc., which changed its name from Concierge Technologies, Inc. in March 2022, 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, security systems and beauty products under the trade names USCF Investments, Gourmet Foods, Printstock Products, Brigadier Security Systems and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, U.K., and Canada. 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. These forward-looking statements, including, but not limited to expanding financial services offerings in the U.K., including the launch of the Company’s fintech mobile banking app, involve significant risks and uncertainties that could cause actual results to differ materially from the expected results and, consequently, should not be relied upon as predictions of future events. These forward-looking statements, including the factors disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 22, 2021, and in the Company’s other filings with the Securities and Exchange Commission, are 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: |
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| Roger S. Pondel<br><br> <br>PondelWilkinson Inc.<br><br> <br>310-279-5965<br><br> <br>rpondel@pondel.com<br><br> <br>Contact the Company:<br><br> <br>David Neibert, Chief Operations Officer<br><br> <br>949-429-5370<br><br> <br>dneibert@themarygoldcompanies.com |