Marygold Refocuses on Financial Services, Secures $1.8M Equity & $4.38M Debt

TL;DR

**MGLD is making a risky bet on financial services with new debt and equity, but the strategic focus could pay off if they execute flawlessly.**

AI Summary

Marygold Companies, Inc. (MGLD) reported a strategic shift towards financial services, including ETF management, while divesting non-core assets. The company completed an equity financing on January 28, 2025, raising approximately $1.8 million net proceeds from the sale of 2,050,000 shares at $1.10 per share, intended for debt reduction and financial services investments. Concurrently, MGLD secured a secured promissory note for an initial principal amount of $4,380,000 from Streeterville Capital, LLC on September 19, 2024, with a 9% original issue discount and 9% annual interest. The company also sold its Brigadier Security Systems (2000) Ltd. subsidiary in July 2025, streamlining its portfolio. As of June 30, 2025, MGLD had 42,817,687 shares of common stock outstanding and 13,302 shares of Series B Preferred Stock, with a market value of $18.6 million for non-affiliate common equity as of December 31, 2024. The company's primary focus remains on developing its financial services and ETF management segments.

Why It Matters

Marygold's strategic pivot to financial services and ETF management, coupled with the divestiture of its security systems business, signals a clearer direction for investors. The recent $1.8 million equity raise and $4.38 million secured debt financing provide capital for this transition, but also introduce new debt covenants and potential default triggers that investors must scrutinize. This move positions MGLD to compete more directly in the crowded financial services sector, potentially impacting its market valuation and requiring strong execution to attract and retain customers against established players. Employees in divested units face uncertainty, while those in core financial services may see increased investment and growth opportunities.

Risk Assessment

Risk Level: high — The company's risk level is high due to significant debt obligations and restrictive covenants. The $4,380,000 secured promissory note from Streeterville Capital, LLC includes a 9% original issue discount and 9% annual interest, with a 6% additional payment on any repayment. Furthermore, the Purchase Agreement contains numerous trigger events, such as failing to pay amounts due or a 'fundamental transaction' without Holder's consent, which could lead to a 10% or 5% increase in the outstanding amount or immediate demand for repayment, posing substantial liquidity and operational risks.

Analyst Insight

Investors should closely monitor MGLD's ability to generate sufficient cash flow from its financial services operations to service its new debt obligations and avoid trigger events. Evaluate the performance of USCF Investments, Inc. and the new Fintech app, as their success is critical to the company's ability to meet its financial commitments and grow its core business.

Key Numbers

• $1.8M — Net proceeds from equity offering (Used to retire debt and invest in financial services)
• $4.38M — Initial principal of secured promissory note (Issued on September 19, 2024, with 9% OID and 9% interest)
• 2,050,000 — Shares sold in public offering (At $1.10 per share on January 28, 2025)
• 9% — Original issue discount on secured note (Applied to the $4,380,000 initial principal)
• 9% — Annual interest rate on secured note (Accrues on the principal amount of the Notes)
• 6% — Additional payment on note repayments (Applied to the portion of outstanding balance being repaid)
• 42,817,687 — Common stock shares outstanding (As of June 30, 2025)
• 13,302 — Series B Preferred Stock shares outstanding (As of June 30, 2025, convertible into 20 common shares each)
• $18.6M — Market value of non-affiliate common equity (As of December 31, 2024)
• 104 — Total employees (Across all business units as of June 30, 2025)

Key Players & Entities

• Marygold Companies, Inc. (company) — registrant
• USCF Investments, Inc. (company) — wholly owned subsidiary, U.S. Fund Management
• Maxim Group LLC (company) — sole underwriter and book-running manager for the Offering
• Streeterville Capital, LLC (company) — holder of secured promissory note
• Brigadier Security Systems (2000) Ltd. (company) — security systems subsidiary sold in July 2025
• $1.10 (dollar_amount) — public offering price per share of common stock
• $1.8 million (dollar_amount) — net proceeds from equity offering
• $4,380,000 (dollar_amount) — initial principal amount of secured promissory note
• 9% (dollar_amount) — original issue discount and annual interest rate on secured note
• $18.6 million (dollar_amount) — aggregate market value of non-affiliate common equity as of December 31, 2024

FAQ

Risk Factors

• Reliance on Debt Financing [high — financial]: The company has utilized significant debt financing, including a $4.38 million secured promissory note with a 9% original issue discount and 9% annual interest. This reliance on debt increases financial risk and can impact profitability due to interest expenses and repayment obligations.
• Market Volatility in Financial Services [medium — market]: MGLD's strategic shift to financial services, including ETF management, exposes it to the inherent volatility and competitive pressures of this sector. Market downturns or increased competition could negatively impact revenue and growth prospects.
• Execution of Strategic Shift [medium — operational]: The success of MGLD's transformation into a financial services and ETF management company depends on effective execution of its strategy, including the integration of new services and potential acquisitions. Any delays or missteps in this transition could hinder performance.
• Regulatory Compliance in Financial Services [high — regulatory]: Operating in the financial services and ETF management industry requires strict adherence to complex and evolving regulatory frameworks. Non-compliance could lead to significant fines, sanctions, and reputational damage.
• Dilution from Equity Financing [medium — financial]: The company raised approximately $1.8 million through an equity offering of 2,050,000 shares at $1.10 per share. While providing necessary capital, such offerings can dilute existing shareholders' ownership and earnings per share.

Industry Context

Marygold Companies is strategically pivoting towards the financial services sector, with a particular emphasis on ETF management. This industry is characterized by intense competition from established asset managers and fintech firms, requiring significant capital, technological investment, and regulatory expertise. Trends include increasing demand for passive investment vehicles like ETFs and a growing focus on ESG (Environmental, Social, and Governance) factors.

Regulatory Implications

As MGLD expands its financial services and ETF management operations, it faces heightened regulatory scrutiny from bodies like the SEC. Compliance with investment advisor regulations, securities laws, and fund governance rules is paramount. Failure to comply can result in severe penalties and operational disruptions.

What Investors Should Do

1. Monitor the execution and performance of MGLD's new financial services and ETF management segments to assess the success of its strategic shift.
2. Analyze the impact of the recent equity financing and secured note on the company's debt levels, cash flow, and future profitability.
3. Evaluate the competitive landscape within the ETF management space and MGLD's ability to gain market share against larger, established players.
4. Assess the company's ability to navigate the complex regulatory environment inherent in the financial services industry.

Key Dates

• 2025-01-28: Completed equity financing — Raised approximately $1.8 million net proceeds to reduce debt and invest in financial services, indicating a move towards strengthening its financial position and strategic focus.
• 2024-09-19: Secured promissory note from Streeterville Capital, LLC — Obtained $4.38 million in financing, crucial for supporting operations and strategic initiatives, though it adds to the company's debt obligations.
• 2025-07-01: Sold Brigadier Security Systems (2000) Ltd. subsidiary — Divested a non-core asset to streamline operations and focus resources on its core financial services and ETF management segments.

Glossary

Original Issue Discount (OID)

The difference between the face value of a bond or note and the lower price at which it is originally issued. It is treated as interest income over the life of the debt. (The $4.38 million note has a 9% OID, meaning a portion of the effective interest is recognized upfront, impacting the reported value of the debt and interest expense.)

Series B Preferred Stock

A class of preferred stock with specific rights and preferences, often convertible into common stock under certain conditions. (MGLD has 13,302 shares outstanding, convertible into 20 common shares each, representing potential future dilution of common stock.)

ETF Management

The business of creating, managing, and administering Exchange Traded Funds, which are investment funds traded on stock exchanges. (This is a key strategic focus for MGLD, indicating a move into a regulated and competitive segment of the financial services industry.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year is not available in the provided text. The filing details recent strategic actions, including equity financing and asset divestitures, and outlines the company's forward-looking focus on financial services and ETF management.

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value per share. MGLD NYSE Ame
• $1.10 — ommon stock at a price to the public of $1.10 per share (before deduction of underwri
• $1.8 million — d offering expenses, were approximately $1.8 million. We intend to use the net proceeds from
• $4,380,000 — note in an initial principal amount of $4,380,000 ("Initial Note") payable on or before 2
• $360,000 — issue discount of the Initial Note was $360,000. Interest on the principal amount of th
• $2,180,000 — t Note would have a principal amount of $2,180,000, which will have terms substantially si
• $180,000 — the Subsequent Note, if issued, will be $180,000. The Purchase Agreement contains cert
• $500,000 — ent is entered against us for more than $500,000 which remains unstayed for more than 20
• $400,000 — Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $2
• $200,000 — 00 with respect to the Initial Note and $200,000 with respect to the Subsequent Note, if
• $10,000,000 — onsent, to reinvest up to an additional $10,000,000 in us on the same terms and conditions
• $5,000,000 — he Notes (structured as two tranches of $5,000,000 each). We engaged Maxim to serve as p
• $1.3 m — ginal issue discount and fees paid, was $1.3 million, all of which is due within 12 mo
• $1.2 million — is Note during the fiscal year 2025 was $1.2 million which included $0.6 million of amortiza
• $0.6 million — ar 2025 was $1.2 million which included $0.6 million of amortization of debt issuance costs.

Filing Documents

• form10-k.htm (10-K) — 1543KB
• ex21-1.htm (EX-21.1) — 25KB
• ex23-1.htm (EX-23.1) — 2KB
• ex31-1.htm (EX-31.1) — 7KB
• ex31-2.htm (EX-31.2) — 8KB
• ex32-1.htm (EX-32.1) — 4KB
• ex32-2.htm (EX-32.2) — 4KB
• 0001493152-25-014286.txt ( ) — 8094KB
• mgld-20250630.xsd (EX-101.SCH) — 55KB
• mgld-20250630_cal.xml (EX-101.CAL) — 89KB
• mgld-20250630_def.xml (EX-101.DEF) — 241KB
• mgld-20250630_lab.xml (EX-101.LAB) — 547KB
• mgld-20250630_pre.xml (EX-101.PRE) — 431KB
• form10-k_htm.xml (XML) — 1160KB

Business

ITEM 1. Business 4

Risk Factors

ITEM 1A. Risk Factors 14

Unresolved Staff Comments

ITEM 1B. Unresolved Staff Comments 21

Cybersecurity

ITEM 1C. Cybersecurity 21

Properties

ITEM 2. Properties 21

Legal Proceedings

ITEM 3. Legal Proceedings 21

Mine Safety Disclosures

ITEM 4. Mine Safety Disclosures 21 PART II

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 22

[Reserved.]

ITEM 6. [Reserved.] 23

Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23

Quantitative and Qualitative Disclosures About Market Risk

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 28

Financial Statements and Supplementary Data

ITEM 8. Financial Statements and Supplementary Data 29

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 30

Controls and Procedures

ITEM 9A. Controls and Procedures 30

Other Information

ITEM 9B. Other Information 30

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 30 PART III

Directors, Executive Officers, and Corporate Governance

ITEM 10. Directors, Executive Officers, and Corporate Governance 31

Executive Compensation

ITEM 11. Executive Compensation 31

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31

Certain Relationships and Related Transactions, and Director Independence

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 31

Principal Accountant Fees and Services

ITEM 14. Principal Accountant Fees and Services 31 PART IV

Exhibits and Financial Statement Schedules

ITEM 15. Exhibits and Financial Statement Schedules 32

Form 10-K Summary

ITEM 16. Form 10-K Summary 32 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K ("Form 10-K") contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance, which generally are not historical in nature. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "would," "shall," "might," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about: the outcome of certain class action litigation involving our subsidiary, USCF Investments, Inc.; our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability; the sufficiency of our cash flows which is primarily dependent upon the performance of our U.S. investment fund management business and its ability to maintain and expand fund assets under management ("AUM") such that we can meet our working capital, capital expenditure, and liquidity needs; our continued investments in the development and marketing of our Fintech application ("app") and the uncertainty of the acceptance thereof and its ability to generate sufficient revenue to meet or cover or exceed development expenditures incurred to date; the ability of our operating subsidiaries to attract and retain customers to use our products or services, t

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