Marygold Companies Files 8-K: Agreements & Equity Sales

TL;DR

Marygold Companies inked a deal, sold some stock, and dropped an 8-K. Watch this space.

AI Summary

On September 19, 2024, The Marygold Companies, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial activity for Marygold Companies, including new obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• The Marygold Companies, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• September 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value MGLD NYSE American LLC
• $4,380,000 — ote") in an initial principal amount of $4,380,000 (the "Initial Principal Amount"), which
• $2,180,000 — t Note would have a principal amount of $2,180,000 (the "Subsequent Principal Amount"), wh
• $500,000 — property or other assets for more than $500,000, and shall remain unvacated, unbonded o
• $10,000,000 — onsent, to reinvest up to an additional $10,000,000 in the Company on the same terms and co
• $5,000,000 — otes (structured as two (2) tranches of $5,000,000 each). The Purchase Agreement also pr

Filing Documents

• form8-k.htm (8-K) — 58KB
• ex10-1.htm (EX-10.1) — 144KB
• ex10-2.htm (EX-10.2) — 56KB
• ex10-3.htm (EX-10.3) — 55KB
• ex10-4.htm (EX-10.4) — 75KB
• ex10-5.htm (EX-10.5) — 75KB
• ex99-1.htm (EX-99.1) — 17KB
• 0001493152-24-037951.txt ( ) — 751KB
• mgld-20240919.xsd (EX-101.SCH) — 3KB
• mgld-20240919_lab.xml (EX-101.LAB) — 33KB
• mgld-20240919_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Note Purchase Agreement, Secured Promissory Notes, Guaranty, Pledge Agreements and Security Agreement On September 19, 2024, The Marygold Companies, Inc., a Nevada corporation (the "Company") entered into a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company (the "Holder"), pursuant to which the Company agreed to issue and sell to the Holder a secured promissory note (the "Note") in an initial principal amount of $4,380,000 (the "Initial Principal Amount"), which is payable on or before the date that is 24 months from the issuance date (as to each the "Maturity Date"), and upon the satisfaction of certain conditions set forth in the Purchase Agreement, up to one additional secured promissory note (the "Subsequent Note," and collectively with the Note, the "Notes"). The Initial Principal Amount includes an original issue discount of nine percent (9%) and expenses that the Company agreed to pay to the Holder to cover the Holder's transaction costs. The Subsequent Note would have a principal amount of $2,180,000 (the "Subsequent Principal Amount"), which is payable on or before the date that is 24 months from the issuance date of the Subsequent Note. The Subsequent Principal Amount includes an original issue discount of nine percent (9%). The Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate commission equal to 7% of the gross cash proceeds received from the sale of the Notes. The Company intends to use the net proceeds from the sale of the Note and any Subsequent Note for the continued funding of its Marygold & Co. subsidiary, and related Marygold & Co. (UK) entities, as they move to launch their proprietary mobile banking fintech application in the U.K. while expanding the marketing effort in the U.S. The net proceeds may also be used for general working

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 24, 2024, the Company issued a press release announcing the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1, to this Current Report on Form 8-K and incorporated herein by reference. The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished for informational purposes only 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 the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing. Cautionary This filing includes "forward-looking statements." All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking involve risks and uncertainties that affect the Company's operations, financial performance, and other factors as discussed in the Company's filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." The Company does not undertake any duty to update any forward-looking statement except as required by law. Item 9.01 Financial Statements and Exhibits . (d) Exhibits. 10.1 Note Purchase Agre

View Full Filing

View this 8-K filing on SEC EDGAR