Filing Analysis
The Marygold Companies, Inc. issued a press release announcing its financial results for the three and nine-month periods ended March 31, 2026. The information was furnished to the SEC in accordance with standard quarterly reporting practices.
📋 Key Facts
- Financial results cover the three-month period ended March 31, 2026.
- Financial results cover the nine-month period ended March 31, 2026.
- The press release was issued on May 11, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
The Marygold Companies, Inc. filed an 8-K to announce its financial results for the three and six-month periods ended December 31, 2025.
📋 Key Facts
- Report date: February 5, 2026
- Filing date: February 10, 2026
- Reporting period: Three and six months ended December 31, 2025
- The filing includes an earnings press release as Exhibit 99.1
The Marygold Companies, Inc. held its 2025 Annual Meeting of Stockholders on November 7, 2025. The meeting resulted in the successful election of eight directors and the ratification of BPM, LLP as the company's independent auditor for the fiscal year ending June 30, 2026.
📋 Key Facts
- Annual Meeting held on November 7, 2025.
- Total voting shares represented: 35,677,104 votes.
- Eight directors elected to one-year terms: Nicholas D Gerber, David W. Neibert, Scott Schoenberger, James Alexander, Matt Gonzalez, Erin Grogan, Joya Delgado Harris, and Derek Mullins.
- BPM, LLP ratified as the independent registered public accounting firm for fiscal year ending June 30, 2026.
The Marygold Companies, Inc. filed an 8-K to announce its financial results for the three months ended September 30, 2025.
📋 Key Facts
- Report date: November 7, 2025
- Filing date: November 10, 2025
- Reporting period: Three months ended September 30, 2025
- The filing serves to furnish earnings press release as Exhibit 99.1
The Marygold Companies, Inc. filed an 8-K to furnish its earnings press release for the fiscal year ended June 30, 2025.
📋 Key Facts
- Report date: September 19, 2025
- Filing date: September 22, 2025
- Subject matter: Financial results for the fiscal year ended June 30, 2025
- Exhibit 99.1 contains the earnings press release
The Marygold Companies, Inc. entered into an agreement to sell its wholly-owned subsidiary, Brigadier Security Systems (2000) Ltd., to SKCAL LLC for a total purchase price of $2.22 million. The transaction is notable because the buyer, SKCAL LLC, is owned solely by Scott Schoenberger, who is both a director and an 11% shareholder of Marygold.
🚩 Red Flags
- Related-party transaction: The buyer is a sole member entity owned by an insider (Director/11% shareholder).
- Potential conflict of interest regarding the valuation and sale price of the subsidiary.
- Transaction involves significant adjustments based on target balance sheet vs. final audited balance sheet, which can be used to manipulate final proceeds.
📋 Key Facts
- Sale of all shares in Brigadier Security Systems (2000) Ltd. to SKCAL LLC.
- Total purchase price: $2,220,000 (subject to adjustments).
- Payment structure: $220,000 due within three business days of execution; $1,000,000 on Closing Date (July 1, 2025); and a final $1,000,000 on September 1, 2025.
- The buyer, SKCAL LLC, is the sole member of Scott Schoenberger, a director and ~11% shareholder of Marygold.
- Proceeds are intended to pay down corporate debt and for general corporate purposes.
- Closing date expected on July 1, 2025.
The Marygold Companies, Inc. filed an 8-K to furnish its earnings press release for the three and nine months ended March 31, 2025.
📋 Key Facts
- Report date: May 8, 2025
- Reporting period: Three and nine months ended March 31, 2025
- The filing includes Exhibit 99.1 containing the earnings press release.
The Marygold Companies, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC to facilitate the sale of common stock via an 'at-the-market' (ATM) offering. The agreement allows for the potential issuance of up to $4,650,000 in aggregate gross proceeds.
🚩 Red Flags
- Potential for significant shareholder dilution through ATM offering.
- Minimum price floor of $1.50 suggests management is attempting to mitigate immediate downward pressure, but remains subject to market volatility.
📋 Key Facts
- Entered into Equity Distribution Agreement with Maxim Group LLC on March 7, 2025.
- Aggregate offering price limit: $4,650,000.
- Minimum sale price per share set at $1.50 (unless mutually agreed otherwise) until May 28, 2025.
- Maxim Group LLC to receive a 3.00% cash commission on aggregate gross proceeds.
- The offering will be conducted via an 'at-the-market' (ATM) method under the company's existing S-3 shelf registration statement.
The Marygold Companies, Inc. entered into an underwriting agreement to issue 2,050,000 shares of common stock at $1.10 per share to raise approximately $1.85 million in net proceeds. The company intends to use the funds for debt reduction and working capital.
🚩 Red Flags
- Significant dilution: Issuing over 2 million shares at a low price point ($1.10).
- Liquidity concerns: Explicitly states 'The Company will require additional capital to retire or further reduce debt and for other general working capital purposes,' indicating ongoing cash burn/debt issues.
- Low share price: Pricing at $1.10 is characteristic of micro-cap companies facing liquidity constraints.
📋 Key Facts
- Underwriting agreement signed on January 26, 2025, with Maxim Group LLC as sole underwriter.
- Offering of 2,050,000 firm shares at $1.10 per share.
- Over-allotment option for underwriters to purchase up to 307,500 additional shares.
- Estimated net proceeds: ~$1,850,000 (firm) or ~$2,160,000 (if option is exercised).
- Use of proceeds includes retiring/reducing debt and making capital contributions to subsidiaries.
- Offering conducted via a shelf registration statement (Form S-3) effective December 27, 2024.
The Marygold Companies, Inc. held its 2024 Annual Meeting of Stockholders on November 8, 2024. The meeting resulted in the election of several directors and the approval of advisory votes regarding executive compensation and voting frequency.
📋 Key Facts
- Annual Meeting held on November 8, 2024.
- Total aggregate votes represented: 33,946,709.
- Seven directors were elected to serve terms of one year or until successors are qualified.
- Stockholders approved the non-binding advisory vote on 2024 named executive officer compensation (33,945,395 'For').
- Stockholders approved an advisory vote frequency of every three (3) years for executive compensation.
The Marygold Companies, Inc. filed an 8-K to furnish its earnings press release for the three months ended September 30, 2024. This is a routine quarterly results announcement.
📋 Key Facts
- Report date: November 8, 2024
- Filing date: November 12, 2024
- Content: Earnings press release for the quarter ended September 30, 2024 (Exhibit 99.1)
- Reporting period: Three months ended September 30, 2024
Marygold Companies, Inc. entered into a note purchase agreement with Streeterville Capital, LLC for an initial $4.38 million secured promissory note, with the potential for a subsequent $2.18 million note and further reinvestment rights up to $10 million. The financing is heavily secured by company assets and a personal guaranty from the CEO's trust.
🚩 Red Flags
- High-cost financing: Includes an original issue discount (OID) of 9% and transaction cost coverage for the holder.
- Personal Guaranty: The CEO's personal trust has provided a guaranty, increasing individual liability risk.
- Aggressive Default Terms: Trigger events include 'reverse stock splits' or money judgments over $500,000, which can lead to 5-10% increases in the outstanding balance.
- Liquidity Pressure: The Holder can demand monthly redemptions of 1/10th of the principal starting in 6 months.
- Restrictive Covenants: Fundamental transactions (mergers/consolidations) require Holder consent.
📋 Key Facts
- Initial principal amount of $4,380,000 with 9% interest per annum, maturing in 24 months.
- Potential subsequent note of $2,180,000 under similar terms.
- Holder has the right to reinvest up to an additional $10,000,000 over 24 months.
- The Note includes a 6% exit fee for any early repayments or redemptions.
- Security includes a pledge of all common stock in USCF Investments, Inc. and a first-position security interest in company property/subsidiaries.
- CEO's trust (Nicholas and Melinda Gerber Living Trust) provided a personal guaranty and pledged its shares of the Company as collateral.
- The Holder has monthly redemption rights starting 6 months after issuance.
The Marygold Companies, Inc. filed an 8-K to announce its financial results for the three and six months ended December 31, 2023.
📋 Key Facts
- Report date: February 14, 2024
- Filing date: February 15, 2024
- The filing announces earnings results for the period ending December 31, 2023.
- Earnings press release is included as Exhibit 99.1.
Effective January 12, 2024, Stuart P. Crumbaugh has resigned from the Board of Directors and his position as Chief Financial Officer (CFO) of Marygold Companies, Inc. He will continue to serve as CFO for certain wholly owned subsidiaries.
🚩 Red Flags
- Sudden departure of a Chief Financial Officer (CFO) is typically viewed as a high-risk event in micro-cap companies, even if no disagreement is cited.
- The officer is vacating the parent company role but remaining at subsidiary levels, which can sometimes indicate structural complexities or transitional management.
📋 Key Facts
- Effective date of resignation: January 12, 2024
- Departing individual: Stuart P. Crumbaugh
- Roles vacated: Board of Directors and Chief Financial Officer (CFO) of the parent company
- The Company stated there are no disagreements with Mr. Crumbaugh regarding his resignation
- Mr. Crumbaugh will remain CFO for certain wholly owned subsidiaries