UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

Commission File Number: 001-41318

THE MARYGOLD COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-1133909
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

120 Calle Iglesia

Unit B

San Clemente, CA 92672

(Address of principal executive offices and zip code)

949-218-8542

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		MGLD		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 1, 2025, 42,817,687 shares of the registrant’s Common Stock, $0.001 par value per share, were issued and outstanding. In addition, as of this date 13,302 shares of Series B Convertible, Voting Preferred Stock (“Series B Preferred Stock”) were issued and outstanding. Each share of Series B Preferred Stock is convertible into 20 shares of Common Stock and votes pari passu on an as if converted basis on all matters presented to our stockholders for a vote.

THE MARYGOLD COMPANIES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

Table of Contents

	Page

PART I. FINANCIAL INFORMATION	4

Item 1. Financial Statements (Unaudited)	4

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Operations	5

Condensed Consolidated Statements of Comprehensive Loss	6

Condensed Consolidated Statements of Stockholders’ Equity	7

Condensed Consolidated Statements of Cash Flows	8

Notes to Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	24

PART II. OTHER INFORMATION	25

Item 1. Legal Proceedings	25

Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3. Defaults Upon Senior Securities	25

Item 4. Mine Safety Disclosures	25

Item 5. Other Information	25

Item 6. Exhibits	25

Signatures	26

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements within the meaning of the of 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. 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 Report 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 Marygold & Co (UK) as they seek to further develop and market their U.K. Fintech application (“app”) and the uncertainty of the acceptance thereof and its ability to generate sufficient revenue to meet or exceed our capital investment to date;

	●	the ability of our operating subsidiaries to attract and retain customers to use our products or services, to optimize the pricing for our products or services, to expand sales to our customers, and to convince our existing customers to continue using our services and products;

	●	the evolution of technologies affecting our operating subsidiaries’ products, services and markets;

	●	the ability of our operating subsidiaries to innovate and provide a superior user experience and our intentions and strategies with respect thereto;

	●	the ability of our operating subsidiaries to successfully penetrate enterprise and other markets;

	●	the ability of our operating subsidiaries to successfully expand in our existing markets and into new markets, including international markets;

	●	the attraction and retention of key personnel;

	●	our ability to effectively manage our growth and future expenses;

	●	our ability to raise additional capital through debt or equity financing if the need arises to cover our operating losses or investing in strategic acquisitions;

	●	worldwide economic conditions, including the uncertainty of increasing tariffs on imports and the after-effects from the economic disruption imposed by the COVID-19 pandemic, and the conflicts in Ukraine and the Middle East, and their impact on spending;

	●	our operating subsidiaries’ ability to comply with modified or new laws and regulations applying to our businesses, including privacy and data security regulations; and

	●	our ability to acquire new businesses or expand our existing businesses, including the integration and financing of acquisitions or business expansion, as well as our ability to dispose of existing businesses.

The foregoing list does not contain all of the forward-looking statements made in this Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025, this Report and our other filings with the Securities and Exchange Commission (“SEC”). Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In this Report, unless the context otherwise requires, references to “we,” “our,” or “us,” “Company,” “The Marygold Companies,” refer to The Marygold Companies, Inc., a Nevada corporation, and its subsidiaries. Our logo, trademarks and service marks are the property of the Company. Other trademarks or service marks appearing in this prospectus supplement are the property of their respective holders. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this Report may appear with or without the “©”, “®” or “™” symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies’ trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	September 30, 2025			June 30, 2025
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	4,860		$	5,005
Accounts receivable, net (of which $1,463 and $1,281, respectively, due from related parties)		2,253			2,361
Inventories		1,911			2,001
Prepaid income tax and tax receivable		992			783
Investments, at fair value		7,604			7,829
Other current assets		745			1,067
Total current assets		18,365			19,046

Restricted cash		63			63
Property and equipment, net		461			1,038
Operating lease right-of-use assets		736			984
Goodwill		2,130			2,481
Intangible assets, net		903			1,029
Deferred tax assets, net		3,440			3,440
Other assets		2,339			2,339
Total assets	$	28,437		$	30,420

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	4,181		$	3,831
Lease liabilities, current portion		442			556
Advance from buyer		-			720
Purchase consideration payable, current portion		252			257
Notes payable, current portion		-			1,268
Total current liabilities		4,875			6,632

Lease liabilities, net of current portion		434			580
Deferred tax liabilities, net		221			221
Total long-term liabilities		655			801
Total liabilities		5,530			7,433

STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001; 50,000 shares authorized
Series B: 13 shares issued and outstanding at both September 30, 2025 and June 30, 2025		-			-
Preferred stock, par value $0.001; 50,000 shares authorized Series B: 13 and 49 shares issued and outstanding at September 30, 2025 and June 30, 2024, respectively		-			-
Common stock, $0.001 par value; 900,000 shares authorized; 42,818 shares issued and outstanding at both September 30, 2025 and June 30, 2025		42			42
Additional paid-in capital		15,234			15,167
Accumulated other comprehensive loss		(211	)		(420	)
Retained earnings		7,842			8,198
Total stockholders’ equity		22,907			22,987
Total liabilities and stockholders’ equity	$	28,437		$	30,420

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Quarters Ended September 30,
	2025			2024

Revenue
Fund management - related party	$	4,329		$	4,591
Food products		1,755			1,822
Beauty products		671			597
Security systems		-			690
Financial services		208			210
Revenue		6,963			7,910

Cost of revenue		1,599			2,128

Gross profit		5,364			5,782

Operating expense
Salaries and compensation		2,469			3,147
General and administrative expense		2,055			2,565
Fund operations		1,525			1,412
Marketing and advertising		485			669
Depreciation and amortization		94			159
Total operating expenses		6,628			7,952

Loss from operations		(1,264	)		(2,170	)

Other income (expense):
Interest and dividend income		85			151
Interest expense		(69	)		(31	)
Gain on sale of Brigadier (see Note 6.)		521			-
Other income (expense), net		218			(19	)
Total other income, net		755			101

Loss before income taxes		(509	)		(2,069	)

Benefit from income taxes		153			483

Net loss	$	(356	)	$	(1,586	)

Weighted average shares of common stock
Basic		42,959			40,848
Diluted		42,959			40,848

Net loss per common share
Basic	$	(0.01	)	$	(0.04	)
Diluted	$	(0.01	)	$	(0.04	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Quarters Ended September 30,
	2025			2024

Net loss	$	(356	)	$	(1,586	)
Foreign currency translation gain		174			43
Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier (See Note 6.)		35			-
Comprehensive loss	$	(147	)	$	(1,543	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Preferred Stock (Series B)				Common Stock						Accumulated
Quarter Ended September 30, 2025	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid-In Capital		Other Comprehensive Loss			Retained Earnings			Total Stockholders’ Equity
Balance at June 30, 2025		13	$	-		42,818	$	42	$	15,167	$	(420	)	$	8,198		$	22,987
Gain on currency translation		-		-		-		-		-		174			-			174
Reclassification of cumulative translation adjustment to earnings upon sale of Brigadier		-		-		-		-		-		35			-			35
Stock-based compensation		-		-		-		-		67		-			-			67
Net loss		-		-		-		-		-		-			(356	)		(356	)
Balance at September 30, 2025		13	$	-		42,818	$	42	$	15,234	$	(211	)	$	7,842		$	22,907

	Preferred Stock (Series B)				Common Stock						Accumulated
Quarter Ended September 30, 2024	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Other Comprehensive Loss			Retained Earnings			Total Stockholders’ Equity
Balance at June 30, 2024		49	$	-		40,096	$	40	$	12,825	$	(269	)	$	14,018		$	26,614
Balance		49	$	-		40,096	$	40	$	12,825	$	(269	)	$	14,018		$	26,614
Issuance of stock awards		-		-		230		-		-		-			-			-
Gain on currency translation		-		-		-		-		-		43			-			43
Stock-based compensation		-		-		-		-		460		-			-			460
Net loss		-		-		-		-		-		-			(1,586	)		(1,586	)
Balance at September 30, 2024		49	$	-		40,326	$	40	$	13,285	$	(226	)	$	12,432		$	25,531
Balance		49	$	-		40,326	$	40	$	13,285	$	(226	)	$	12,432		$	25,531

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE MARYGOLD COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Quarters Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(356	)	$	(1,586	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		94			159
Stock-based compensation		67			460
Gain on sale of Brigadier (See Note 6.)		(521	)		-
(Gain) loss on investments		(217	)		22
Non-cash interest expense		37			20
Non-cash lease costs		215			164
Changes in operating assets and liabilities:
Accounts receivable		(199	)		172
Prepaid income taxes and tax receivable		(209	)		(415	)
Inventories		(123	)		47
Other assets		317			155
Accounts payable and accrued expenses		644			73
Lease liabilities		(282	)		(164	)
Net used in operating activities		(533	)		(893	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments		1,430			298
Purchase of investments		(990	)		(1,576	)
Proceeds from sale of subsidiary, net of cash disposed (see Note 6)		1,066			-
Purchase of property and equipment		(29	)		(47	)
Net cash provided by (used in) investing activities		1,477			(1,325	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from note payable		-			3,690
Principal repayment on note payable		(1,316	)		-
Principal repayment of mortgage loan payable		-			(315	)
Net cash (used in) provided by financing activities		(1,316	)		3,375

Effect of exchange rate change on cash and cash equivalents		227			49

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(145	)		1,206

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		5,068			5,523

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	4,923		$	6,729

Cash and cash equivalents	$	4,860		$	6,665
Restricted cash		63			64
Total cash, cash equivalents and restricted cash	$	4,923		$	6,729

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	95		$	-
Income taxes (net of refunds received)	$	-		$	13
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Reclassification of advance from buyer included in gain on sale of Brigadier	$	720		$	-
Acquisition of operating right-of-use assets through operating lease liabilities	$	-		$	691

The accompanying notes are an integral part of these condensed consolidated financial statements.

THE MARYGOLD COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS

(UNAUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Marygold Companies, Inc., (“Company,” “The Marygold Companies,” “we,” “our,” or “us”), a Nevada corporation, is a holding company which operates through its wholly owned subsidiaries on a multinational scale that is focused upon financial services, exchange traded funds management and certain other business activities listed below:

●

U.S. Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly owned subsidiaries which provide fund management services to exchange traded funds and exchange traded products (“ETFs”):

	○	United States Commodity Funds, LLC, a Delaware limited liability company (“USCF LLC”), and

	○	USCF Advisers, LLC, a Delaware limited liability company (“USCF Advisers”). The principal place of business for each of USCF LLC and USCF Advisers is in Walnut Creek, California.

	●	Food Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly-owned subsidiary, Printstock Products Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand.

	●	Security Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan, Canada. Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

	●	Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California.

	●	U.S. and U.K. Financial Services:

	○	Marygold & Co., a Delaware corporation, and its wholly owned subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are also in Walnut Creek, California;

	○	Marygold & Co., (UK) Limited, a private limited company incorporated and registered in England and Wales, whose registered office is in London, England, and its wholly owned subsidiaries:

	■	Marygold & Co. Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is in Northampton, England; and

	■	Step-By-Step Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England.

While the Company operates in several business segments, its primary business focus is the financial services industry, including ETF management, and its intention is to continue developing these and similar business segments prospectively.

The Company manages the operations of its subsidiaries and their related businesses on a decentralized basis. There are generally no centralized or integrated operational functions such as marketing, sales, or other synergistic services and there is little involvement by our executive management in the day-to-day business affairs of the Company’s subsidiaries apart from oversight. Our executive management team is primarily responsible for vision and strategy of the Company while effectively implementing capital allocation decisions, investment activities, leadership talent selection, development, performance and retention of the management executives to head each of the operating subsidiaries. The Company’s executive management is also responsible for organizational accountability, corporate governance practices, monitoring regulatory affairs, including those of our operating businesses and involvement in governance-related issues of its subsidiaries as needed.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Accounting Principles

The Company has prepared the accompanying unaudited condensed financial statements on a consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets, related statements of operations, comprehensive loss, stockholders’ equity and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. Operating results for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending June 30, 2026. The condensed consolidated balance sheet as of June 30, 2025, has been derived from the audited consolidated financial statements at that date included in our annual report on Form 10-K for the year ended June 30, 2025, but does not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The information included in this Report should be read in conjunction with information included in the Company’s Annual Report on Form 10-K for year ended June 30, 2025.

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements, which are referred herein as the “Financial Statements”, include the accounts of The Marygold Companies and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Our subsidiary USCF Investments relies on the revenues generated from the investment management fees from the funds it manages. The concentration of fund management revenue and related receivables were (dollars in thousands):

SCHEDULE OF CONCENTRATION RISK

	Quarters Ended September 30,
	2025					2024					September 30, 2025					June 30, 2025
	Revenue		% of Total			Revenue		% of Total			Accounts Receivable		% of Total			Accounts Receivable		% of Total
Fund
USO	$	1,109		26	%	$	1,432		31	%	$	348		24	%	$	390		30	%
UNG		757		17	%		1,206		26	%		291		20	%		180		14	%
UMI		823		19	%		635		14	%		271		18	%		264		21	%
USCI		515		12	%		356		8	%		176		12	%		158		12	%
All Others		1,125		26	%		962		21	%		377		26	%		289		23	%
Total	$	4,329		100	%	$	4,591		100	%	$	1,463		100	%	$	1,281		100	%

There are no significant concentrations for the other operating subsidiaries on a consolidated basis.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update introduces a practical expedient and an accounting policy election intended to simplify the application of the credit loss model to current accounts receivable and contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The practical expedient allows entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-05 on its financial statements.

NOTE 3. NET LOSS PER SHARE

Basic net loss per share is based upon the weighted average number of common shares outstanding. This calculation includes the weighted average number of shares of Series B, Voting, Convertible Preferred Stock (“Series B Preferred Stock”) outstanding as they are deemed to be substantially similar to the common shares and shareholders are entitled to the same liquidation and dividend rights and each share of Series B Preferred Stock is convertible at any time into 20 shares of the Company’s common stock. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Since the Company generated a net loss in the quarters ended September 30, 2025 and 2024, basic and diluted net loss per share were the same. The Company excluded the following shares from the diluted net loss per share calculation as their effect would be anti-dilutive.

SCHEDULE OF ANTI-DILUTIVE SECURITIES

	2025		2024
	Quarter Ended September 30,
	2025		2024
Warrants outstanding		82,500		82,500
Stock options outstanding		343,667		640,881
Restricted Stock Awards outstanding		101,803		410,491
Total common stock equivalents excluded		527,970		1,133,872

Basic and diluted net loss per share reflects the effects of shares potentially issuable upon conversion of the convertible Series B Preferred Stock.

The components of basic and diluted earnings per share were as follows (in thousands, except per share data):

	Quarter Ended								Quarter Ended
	September 30, 2025								September 30, 2024
	Net Loss			Shares		Per Share			Net Loss			Shares		Per Share
Basic and diluted net loss per share:
Net loss attributable to common shareholders	$	(354	)		42,693	$	(0.01	)	$	(1,548	)		39,861	$	(0.04	)
Net loss attributable to preferred shareholders		(2	)		266	$	(0.01	)		(38	)		987	$	(0.04	)
Basic and diluted net loss per share	$	(356	)		42,959	$	(0.01	)	$	(1,586	)		40,848	$	(0.04	)

NOTE 4. CERTAIN BALANCE SHEET DETAILS

The components of certain balance sheet line items are as follows (in thousands).

	September 30,		June 30,
Restricted cash	2025		2025
Deposit restricted relating to account for Fintech app	$	51	$	51
Deposit for securing a lease bond		12		12
Total restricted cash	$	63	$	63

	September 30,		June 30,
Inventories	2025		2025
Raw materials and supplies	$	1,267	$	1,211
Finished goods		644		790
Total inventories	$	1,911	$	2,001

	September 30,			June 30,
Property and equipment, net	2025			2025
Manufacturing equipment	$	1,969		$	1,935
Land and building (a)		-			575
Other equipment		520			854
Total property and equipment, gross		2,489			3,364
Accumulated depreciation		(2,028	)		(2,326	)
Total property and equipment, net	$	461		$	1,038

(a)	Land and building related to Brigadier as of June 30, 2025. Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

Depreciation expense for property and equipment was less than $0.1 million for the three months ended September 30, 2025 and 2024, respectively.

SCHEDULE OF GOODWILL

	September 30,		June 30,
Goodwill	2025		2025
Food products – Gourmet Foods	$	275	$	275
Security systems – Brigadier (b)		-		351
Financial Services – Marygold & Co. (UK)		1,855		1,855
Total goodwill	$	2,130	$	2,481

(b)

Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

	September 30,		June 30,
Other assets, non-current	2025		2025
Equity investment in a financial institution	$	1,800	$	1,800
Equity investment in a registered investment advisor		502		502
Deposits and other assets		37		37
Total other assets, non-current	$	2,339	$	2,339

The $1.8 million investment included in “Other assets, non-current” above represents an equity interest of less than 10% in a domestic financial institution and the $0.5 million investment represents a 10% equity interest in a registered investment advisor. These equity interests do not have readily determinable fair values and are measured at cost minus impairment. There have been no impairments, downwards adjustments, or upward adjustments during the periods presented or cumulatively.

	September 30,		June 30,
Accounts payable and accrued expenses	2025		2025
Accounts payable	$	1,984	$	2,083
Accrued operating expenses		1,723		1,151
Accrued payroll, vacation and bonus payable		474		597
Total (c)	$	4,181	$	3,831

(c)

Accounts payable and accrued expenses included $0.3 million related to Brigadier as of June 30, 2025. Brigadier was sold to a related party on July 1, 2025 (see Note 6. Sale of Brigadier).

NOTE 5. INVESTMENTS

USCF Investments, from time to time, provides initial seed capital in connection with the organization of exchange traded products (ETPs) or exchange traded funds (ETFs) that are managed by USCF LLC or USCF Advisers. USCF Investments classifies these investments as current assets as these investments are generally sold within one year of the balance sheet date. Investments in which no controlling financial interest or significant influence exist are recorded at fair value with the change included in earnings in the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2025 and June 30, 2025, the Company held a total of $2.4 million and $3.6 million, respectively, in funds managed by USCF Advisers which are related parties and are included in other equities in the table below. In addition to the seed capital holdings in these funds, the Company also invests in marketable securities.

All of the Company’s short-term investments are classified as Level 1 assets and consist of the following (in thousands):

	September 30, 2025
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	4,863	$	-	$	-		$	4,863
Other short-term investments		313		2		-			315
Other equities - related parties		2,824		-		(398	)		2,426
Total short-term investments	$	8,000	$	2	$	(398	)	$	7,604

	June 30, 2025
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	3,877	$	-	$	-		$	3,877
Other short-term investments		310		2		-			312
Other equities - related parties		4,374		-		(734	)		3,640
Total short-term investments	$	8,561	$	2	$	(734	)	$	7,829

During the quarter ended September 30, 2025 and year ended June 30, 2025, respectively, there were no transfers between the fair value levels.

NOTE 6. SALE OF BRIGADIER

On June 17, 2025, the independent members of the board of directors of the Company were presented with a proposed transaction for the sale of the Company’s wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation (“Brigadier”). The independent members of the board of directors reviewed an independent valuation of the fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed transaction, approved the transaction.

On June 19, 2025, the Company entered into a stock purchase agreement (“Agreement”) with SKCAL LLC, an Arizona limited liability company (“SKCAL”), pursuant to which the Company agreed to sell to SKCAL all of the shares of stock (“Shares”) that it owns in its wholly owned subsidiary, Brigadier. Scott Schoenberger, a director and a 10.9% shareholder of the Company, is the sole member of SKCAL. The closing (“Closing”) of the sale of Shares took place on July 1, 2025, (“Closing Date”).

Pursuant to the Agreement, the purchase price for the Shares acquired by SKCAL at Closing was $2.2 million subject to certain adjustments thereto. An initial payment of $0.2 million was paid within a few days of the execution and delivery of the Agreement by the parties. An additional $1.0 million was paid near the Closing Date, of which $0.5 million was received as of June 30, 2025. A final payment of $1.0 million was payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing Date schedule of Brigadier’s current assets and liabilities as of June 30, 2025, (“Target Balance Sheet”), and the schedule of Brigadier’s audited current assets and liabilities as of June 30, 2025, (“Final Balance Sheet”), including adjustments in the event accounts receivable become uncollectable, cash balances increase or decrease, and/or any liabilities arise prior to Closing but which were not set forth on such Target Balance Sheet. After a comparison of the Final Balance Sheet and the Target Balance Sheet, it was determined and agreed that an upwards adjustment of $0.1 million be added to the purchase price resulting in the final payment amount being $1.1 million.

The audit committee of the Company continued to have oversight of the transaction through the Closing Date of July 1, 2025, and the final payment adjustment procedures concluding on September 1, 2025. While the Chief Operating Decision Maker evaluated the security systems segment for operational purposes through June 30, 2025, this was not considered a significant operation to the Company during the years ended June 30, 2025 and 2024, respectively. As of June 30, 2025, Brigadier had total assets of $1.7 million and total liabilities of $0.3 million. The Company received total proceeds of $2.3 million for the sale and had a cost basis in Brigadier of $1.8 million and thus recorded a gain on the sale of Brigadier of $0.5 million.

NOTE 7. INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS


	September 30, 2025
Intangible Assets	Weighted Average Remaining Life (in years)		Intangible Assets (Gross)		Accumulated Amortization			Intangible Asset (Net)
	(dollars in thousands)
Customer relationships		4.5	$	1,039	$	(397	)	$	642
Brand name – indefinite lived		N/A		206		-			206
Internally developed software		0.7		218		(163	)		55
Total			$	1,463	$	(560	)	$	903


	June 30, 2025
Intangible Assets	Weighted Average Remaining Life (in years)		Intangible Assets (Gross)		Accumulated Amortization			Intangible Asset (Net)
	(dollars in thousands)
Customer relationships		4.6	$	1,540	$	(821	)	$	719
Brand name		0.9		439		(408	)		31
Brand name – indefinite lived		N/A		206		-			206
Internally developed software		1.0		218		(145	)		73
Total			$	2,403	$	(1,374	)	$	1,029

Total amortization expense for intangible assets was $0.1 million for each of the three months ended September 30, 2025 and 2024, respectively. In connection with the sale of Brigadier (see Note 6. Sale of Brigadier), intangible assets with a gross carrying value of $0.8 million and accumulated amortization of $0.7 million were removed from the Company’s consolidated balance sheet during the quarter ended September 30, 2025.

Estimated remaining amortization expenses of intangible assets for the next five fiscal years and thereafter are as follows (in thousands):

Years Ending June 30,	Expense
2026 (remainder of the fiscal year)	$	177
2027		146
2028		146
2029		143
2030		54
Thereafter		237
Total	$	903

NOTE 8. NOTE PAYABLE

In September 2024, we entered into a note purchase agreement the (“Purchase Agreement”) with Streeterville Capital, LLC (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note, “Notes”).

The Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend, stock split or similar transaction); issue any securities pursuant to an equity line of credit, standby equity purchase agreement or similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement and other transaction documents.

The Company’s obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments, Inc. and (ii) a security interest in all of the assets of the Company. Further, the Company’s Chief Executive Officer’s trust, the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of the Company’s obligations to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.

As of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $1.3 million. During the quarter ended September 30, 2025 the Company paid all principal and interest due under the Note in the aggregate of $1.4 million. As of September 30, 2025, all collateral and guarantees pledged to the lender in connection with the Note have been released. The Company has no other indebtedness. The effective interest rate for the Note was

SEC Form 10-Q filed by The Marygold Companies Inc.