Marygold Companies, Inc. 10-K

ITEM 1. BUSINESS The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “we,” “us,” “our,” “Company,” or “The Marygold Companies), is a holding company which operates through its wholly owned subsidiaries engaged in certain diverse business activities listed below: ● Fund Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut Creek, California and its wholly-owned subsidiaries: ○ 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 is 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. ● Beauty Products - Kahnalytics, Inc., a California corporation, doing business as “Original Sprout,” located in San Clemente, California. ● Financial Services – United States and Great Britain: ○ Marygold & Co., a Delaware corporation, based in Denver, Colorado, and its wholly-owned subsidiary, Marygold & Co. Advisory Services, LLC, a Delaware limited liability company, whose principal business office is in New Albany, Ohio; ○ 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: ■ 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. We manage the operations of our subsidiaries and their related businesses on a decentralized basis. There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by our executive management in the day-to-day business affairs of our operating subsidiary businesses 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. Our 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. We were incorporated in the state of Nevada on January 26, 2000. Our corporate headquarters are located in San Clemente, California. Human capital and resources are an integral part of our businesses. Our business units employed 116 people located in various parts of the world such as, New Zealand, Canada, Great Britain and the United States through the fiscal year ended June 30, 2024. This includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward people within their organizations. Given the varied business activities, our business units have policies and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis. Subsidiary Business Overview Fund Management - USCF Investments In 2016, we acquired all of the issued and outstanding stock in USCF Investments , Inc. (“USCF Investments”). USCF Investments is a U.S. corporation organized in the state of Delaware. USCF Investments is the parent and sole member of two fund management limited liability companies formed in the state of Delaware: United States Commodity Funds, LLC (“USCF LLC”) and USCF Advisers, LLC (“USCF Advisers”). USCF LLC and USCF Advisers are each registered as a commodity pool operator, and each is a member of the National Futures Association. USCF Advisers is also registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”). USCF LLC and USCF Advisers, together with USCF Investments will be referred to hereafter as “USCF Investments.” USCF LLC and USCF Advisers provide investment fund management and advisory services and receive management and/or investment advisory fees for providing such services to each of the ETFs it manages. Currently, USCF LLC and USCF Advisers collectively manage and service 16 exchange traded funds (“ETFs”), the shares or other interests of which are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). The ETFs managed by USCF LLC and USCF Advisers have a combined total of $2.9 billion in assets under management (“AUM”) as of June 30, 2024. Currently, USCF LLC serves as the general partner or sponsor of the following ETFs, each of which is conducting an ongoing public offering of its shares or interests pursuant to the Securities Act of 1933, as amended (“Securities Act”): USCF LLC as general partner of the following funds United States Oil Fund, LP (“USO”) Organized as a Delaware limited partnership in 2005 United States Natural Gas Fund, LP (“UNG”) Organized as a Delaware limited partnership in 2006 United States Gasoline Fund, LP (“UGA”) Organized as a Delaware limited partnership in 2007 United States 12 Month Oil Fund, LP (“USL”) Organized as a Delaware limited partnership in 2007 United States 12 Month Natural Gas Fund, LP (“UNL”) Organized as a Delaware limited partnership in 2007 United States Brent Oil Fund, LP (“BNO”) Organized as a Delaware limited partnership in 2009 4 Table of Contents USCF LLC is the sponsor of the following funds, each a series of the United States Commodity Index Funds Trust (“USCIF Trust”) United States Commodity Index Fund (“USCI”) Series of the USCIF Trust created in 2010 United States Copper Index Fund (“CPER”) Series of the USCIF Trust created in 2010 USCF Advisers, a registered investment adviser, is the investment adviser to the funds listed below each a separate series of the USCF ETF Trust (“ETF Trust”) and has overall responsibility for the general management and administration of the ETF Trust. Pursuant to investment advisory agreements, USCF Advisers provides an investment program for each series of the ETF Trust and manages the investment of the funds’ assets. USCF Advisers as fund manager for the following series of the ETF Trust: USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”) Fund launched in 2018 USCF Midstream Energy Income Fund (“UMI”) Fund launched in 2021 USCF Gold Strategy Plus Income Fund (“USG”) previous ticker (“GLDX”) Fund launched in 2021, Ticker symbol change in 2024 USCF Dividend Income Fund (“UDI”) Fund launched in 2022 USCF Sustainable Battery Metals Strategy Fund (“ZSB”) Fund launched in 2023 USCF Energy Commodity Strategy Absolute Return Fund (“USE”) Fund launched in 2023 USCF Sustainable Commodity Strategy Fund (“ZSC”) Fund launched in 2023 USCF Aluminum Strategy Fund (“ALUM”) Fund launched in 2023 USCF Investments’ revenue and expenses are primarily based upon and determined by the amount of AUM of the funds its subsidiaries manage. USCF Investments’ subsidiaries each earn monthly management and advisory fees based on its agreements with each fund. The management fees for a fund are determined on the basis of the percentage management fee structure for such fund as forth in its advisory agreement with the fund multiplied by the average AUM of such fund over a given period. Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM. For the year ended June 30, 2024, 75% of USCF Investments’ revenue were attributed to its subsidiaries’ management of its three largest funds as follows: United States Oil Fund, LP; United States Natural Gas Fund, LP and USCF Midstream Energy Income Fund. For the year ended June 30, 2023, 73% of USCF Investments’ revenue was attributable to its subsidiaries’ management of United States Oil Fund, LP; United States Natural Gas Fund, LP and United States Commodity Index Fund. Competition USCF Investments competes with other commodity fund managers which include larger, better financed companies and other boutique companies that offer ETFs similar to those offered by USCF Investments. Also, the larger and better financed competitors may be able to sponsor, develop and offer new ETFs more readily than USCF Investments. Many of these competitors have substantially greater technical and human resources than USCF Investments does, as well as greater experience in the discovery, research and development of products and the commercialization of those products. Our competitors’ products may have better performance or are more effectively marketed and sold, than any products we may commercialize. USCF Investments believes that it has carved out a unique set of ETFs that were first to market and it continues to create and launch funds that remain focused on its core business platform in the commodity sector of non-renewable energy while expanding its commodity index funds between broad commodities, equity and a mix of commodities and equities index funds. The ability to create and launch bespoke funds and series funds that provide exposure to certain commodity and equity groups allows USCF Investments to compete in this industry space as a boutique investment management company. USCF Investments will continue to develop and consider new fund opportunities identified through its research efforts and review of market needs. However, the cost of launching and seeding new funds is dependent upon existing and new capital resources. The ability to successfully launch new funds while competing with much larger financial institutions with greater financial and human capital will be challenging. Regulation USCF Investments’ operating subsidiaries, USCF LLC and USCF Advisers, are subject to certain federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) under the Commodities Exchange Act of 1936, as amended (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act and as a CPO under the CEA. Ongoing public offerings of the shares or other interests by ETFs sponsored by USCF LLC are required to be registered with the SEC under the Securities Act and each ETF has SEC reporting obligations under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”). Each series of the ETF Trust managed by USCF Advisers is registered as an investment company under the Investment Company Act. Employees USCF Investments’ operating subsidiaries have 14 full-time employees, a majority of whom are located in its Walnut Creek, California office. The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed Funds’ assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly. USCF Investments’ operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. USCF Investments, through its operating subsidiaries, bears all of its own expenses associated with providing these advisory services such as the expenses of the members of the independent board of directors. Independent director expenses are apportioned on a pro rata basis over each fund affiliated with USCF Investments. Intellectual Property USCF Investments subsidiary USCF LLC has registered the trademarks for the names “USCF LLC” and “USCF Advisers” with the U.S. Patent and Trademark Office (“PTO”). The funds for which USCF LLC is a general partner or sponsor have registered trademarks owned by USCF LLC. USCF LLC was granted two patents Nos. 7,739,186 and 8,019,675 by the PTO for systems and methods for an exchange traded fund (ETF) that track the price of one or more commodities. 5 Table of Contents Litigation Please refer to “Note 14. Commitments and Contingencies – Litigation” to the financial statements included in this Form 10-K. Food Products - Gourmet Foods In 2015, we acquired Gourmet Foods, Ltd., a registered New Zealand company. Gourmet Foods manufactures and sells wholesale bakery products, meat pies and patisserie cakes and slices in New Zealand. Gourmet Foods manufactures wholesale bakery products, meat pies, patisserie cakes and slices on a commercial scale under brand names Ponsonby Pies and Pats Pantry and distributes substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. In 2020, Gourmet Foods acquired Printstock Products Limited (“Printstock”), a Flexographic printing company based in Napier, New Zealand that prints specialty wrappers for the food industry in Australia and New Zealand including those used by Gourmet Foods. Printstock’s operating results are consolidated with those of Gourmet Foods. Gourmet Foods and Printstock are collectively referred to hereinafter as “Gourmet Foods.” Products and Customers Gourmet Foods has two major product lines: 1) baking and 2) food wrapper printing. While these product lines are comprised of different customers and supply chains, we consider the consolidation of Gourmet Foods with Printstock to be within the food industry as Printstock only supplies its products to the manufacturers in the food industry, some of which are competitors to Gourmet Foods, and the inclusion of Printstock to the Gourmet Foods operations does not extend its presence beyond the food industry. Therefore, for the purpose of segment reporting, both revenue streams are considered part of the same “food products” segment. Baking and Printing: Within the baking sector Gourmet Foods has three major customer groups: 1) grocery, 2) gasoline convenience stores, and 3) independent retailers and cafes. The grocery industry in New Zealand is dominated by several large chain operations, each of which is a customer of Gourmet Foods. There can be no assurance that these customers will continue to purchase products from Gourmet Foods, however, in view of the length of the relationship with such customers, management believes that such customers will continue purchasing Gourmet Foods’ products. In the gasoline convenience store market customer group, Gourmet Foods supplies a marketing consortium of gasoline dealers operating under the same brand and a consortium of gasoline convenience stores. The third major customer group is independent retailers and cafes. The printing sector of Gourmet Foods’ revenues is comprised of many customers, some large and some small. The two largest customers in the printing sector represented 67% of printing sector revenue in fiscal 2024. Sources and Availability of Materials Gourmet Foods, including Printstock, is not dependent upon any one major supplier as many alternative sources are available locally. However, the after-effects of the COVID-19 pandemic have resulted in increased cost of raw ingredients and local shipping. These cost increases, coupled with the rising cost of labor, have negatively impacted Gourmet Foods profit margins and, in some instances, its ability to meet market demand in a timely manner. Although raw material availability has begun to return to normal levels, there remains a shortage of qualified labor for both the bakery and the printing sector. Gourmet Foods is focused on securing the best prices available for raw materials in the local market and recruiting experienced staff. 6 Table of Contents Competition Gourmet Foods competes with other commercial-scale manufacturers of meat pies in New Zealand and Australia. Competitors’ products may be more effective, or more effectively marketed and sold, than products Gourmet Foods may commercialize. Larger competitors in New Zealand also enjoy economies of scale in production allowing them to offer products at lower retail prices, making it difficult for us to compete in the growing online sales channel of home deliveries. In an effort to expand its market presence and limit competitive interference, Gourmet Foods from time to time creates new products such as vegan pies, sausage rolls, and other items currently novel to New Zealand. Upon market acceptance of these new entrants, Gourmet Foods is able to sustain higher profit margins in the absence of direct competition. Gourmet Foods has also improved a portion of its supply chain by acquiring Printstock, which prints the food wrappers utilized by Gourmet Foods. Printstock, in turn, also faces competition from other New Zealand-based printing companies who offer similar services to the food production industry. Seasonality The location of Gourmet Foods in the southern hemisphere provides it with a warm Christmas holiday season and some increased business as customers tend to be traveling and purchase more ready-to-eat foods. Although this increase in sales is observable, it is not deemed significant. Regulation In New Zealand, Gourmet Foods is required to have certain permits from health regulatory agencies and export permits for certain products it exports. Gourmet Foods is also subject to local regulations customary in the food processing, manufacturing and distribution industry in New Zealand. Gourmet Foods believes it has all necessary licenses and permits and is compliant in all material respects with New Zealand laws and local regulations. Employees Gourmet Foods, including Printstock, had 52 full-time employees in New Zealand as of June 30, 2024. Intellectual Property Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd. in New Zealand. Security Systems - Brigadier In 2016, we acquired all of the issued and outstanding stock in Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian corporation. Brigadier was originally established in 1985. Brigadier has two hubs, one in Regina (Elite Security) and one in Saskatoon (Brigadier Security), in the Canadian Province of Saskatchewan. Brigadier sells and installs alarm monitoring, access controls, ULC approved fire monitoring panels, and security systems to commercial and residential customers under the brand names “Brigadier Security Systems” and “Elite Security” throughout the Province of Saskatchewan. Services, Products and Customers Brigadier is a leading electronic security company in the Province of Saskatchewan. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools, and public buildings. Its experience as the provider of choice for many large notable sites shows a commitment to design, service and support. Brigadier specializes and is certified to offer several major manufacturers’ products, including: Honeywell Security, Panasonic, Avigilon and JCI/DSC/Kantech security products. Brigadier is an authorized SecurTek dealer. SecurTek is owned by SaskTel, Saskatchewan’s leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company. 7 Table of Contents Brigadier is partially dependent upon its contractual relationship with an alarm monitoring company that provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, but that alternate solutions would be available if such monitoring company terminates its agreement with Brigadier. Sales to its largest customer, which includes contracts and recurring monthly support fees, were 42% of Brigadier’s total revenue for each of the years ended June 30, 2024 and 2023. Sources and Availability of Materials Brigadier purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from a variety of sources. The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing Brigadier with a broad choice of suppliers. Brigadier bases its vendor selection on several criteria including: price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer. Brigadier is not reliant on any one supplier. Competition Brigadier competes with several larger, better financed companies that offer similar products and services in Saskatchewan and Canada generally as well as globally. In addition, Brigadier may face increasing competition as disruptive technologies enter the market. However, with respect to the market share it currently enjoys, Brigadier expects to maintain its current market position in Saskatchewan and believes that opportunities exist to capitalize on the deployment of new technologies within this market. Brigadier’s management will continue efforts to capture additional customers through organic growth and a focus on quality. Seasonality Due to its location in Canada, winter weather may negatively affect its ability to complete some installations, particularly those involving new construction. For this reason, during the period from November through March Brigadier’s revenue is typically lower than during other months of the year. Employees Brigadier had 20 full-time employees in Canada as of June 30, 2024. Beauty Products - Original Sprout In 2017, we acquired all of the assets of Original Sprout LLC. Original Sprout LLC was founded in 2003. Original Sprout is engaged in the retail sales and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on Original Sprout’s website. Original Sprout operates from warehouse and sales offices located in San Clemente, California. Products and Customers As a result of the COVID-19 pandemic, Original Sprout has adjusted its primary distribution and marketing channels. Prior to the pandemic Original Sprout relied heavily upon its wholesale distribution network to place products at retail locations and generally to make products available to consumers, whereas during COVID-19 that resulted in social distancing and closures of retail businesses, consumers avoided traditional sales outlets. In response to this trend, many of Original Sprout’s domestic distributors became retailers by selling direct to consumers on e-tail platforms. Original Sprout, in defense of its brand and price points, was compelled to transition from its wholesale distribution model to making direct sales to retail outlets and consumers through online platforms as well as through wholesalers. The negative effects of this transition resulted in reduced sales and increased operating losses as a result of the cancellation of domestic distribution channels. This trend is expected to continue as Original Sprout engages in new brand representation and secures reliable sales channels for its new and existing product lines. As a result, we recorded an impairment loss of $1.4 million during fiscal 2024 related to the goodwill and other intangible assets for Original Sprout. Original Sprout sells its products through three distribution channels: ● direct sales to end users via online shopping carts; ● sales through international wholesale distributors who, in turn, sell to other international retailers or wholesalers, and ● to retail stores selling to end users either from the shelf or online. 8 Table of Contents During the year ended June 30, 2024, Original Sprout did not have any significant customers; however, certain of Original Sprout’s customers may, from time to time, become significant during the reporting periods. Sources and Availability of Materials Original Sprout is reliant upon its relationships with two product formulating and packaging companies who, at the direction of Original Sprout, manufacture its products in accordance with proprietary formulas, package them in appropriate containers supplied by Original Sprout, and deliver the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by these two packaging companies. However, management of Original Sprout believes that, if either of these companies were unable to provide such services, there are other similar production and packaging companies available at competitive pricing. Because of the nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in a timely fashion or at the expected price point. To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply of all products in stock. Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders. Competition Original Sprout manufactures and distributes only 100% vegan, safe and non-toxic, hair and skin care products which it believes differentiates it significantly from competitors that do not employ such standards. The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products that directly compete with Original Sprout. As more entrants in the high-end, vegan, hair care segment come into existence, some may be better financed and have more brand recognition and resources than Original Sprout. Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through the recruitment of additional distributors, nationwide retail stores, a continued emphasis on online sales either directly or through retail stores and an increased social media presence. Original Sprout believes that these steps will allow for the growth of annual revenues and market share protection, though there can be no assurance that such efforts will be sufficient to offset the effects of competition in the future. Seasonality There is no significant seasonality for sales of products for Original Sprout, although sales may fluctuate around traditional holidays, and certain products, such as sunscreen, are lower in winter months than in summer months. Regulation Original Sprout is not required to have permits or inspections by regulatory agencies for the products it formulates and distributes in the U.S.; however, it has chosen to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes. For export, Original Sprout is often required to submit its products to foreign government agencies or certified laboratories for ingredient testing prior to being accepted for import as a “safe” product. We believe that Original Sprout products comply with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed. Intellectual Property The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, although many cannot be patented, they are maintained as confidential. The names “Original Sprout” and “D’Organiques Original Sprout” are registered trademarks of Original Sprout. Employees Original Sprout had eight full-time employees, not including temporary workers or “temp-to-hire” status workers, in California as of June 30, 2024. Financial Services – Marygold US and Marygold UK In 2019, we entered the financial services industry to explore opportunities in the financial technology (“Fintech”) space and formed Marygold & Co., a Delaware corporation (“Marygold”). Marygold is headquartered in Denver, Colorado. In 2020, we formed an investment advisory firm, Marygold & Co. Advisory Services, LLC, a Delaware, limited liability company (“Marygold Advisors”) as a wholly-owned subsidiary of Marygold. Marygold Advisors is an investment adviser registered with the SEC under the Investment Advisers Act. Marygold completed its development phase and the launch of its mobile Fintech app in June 2023. Marygold has developed and continues to enhance and develop a peer-to-peer (“P2P”) Fintech digital money app that facilitates the transfer of cash between two or more people that, unlike competitor apps, does not require both parties to each have the Marygold digital app in order to transfer cash. Marygold app users may choose to transfer or receive cash within the United States efficiently if both users have the app or they may choose to send or receive a check mailed by the U.S. Postal Service to them or send and receive by ACH, email address or by providing a mobile number. This feature is called PayAnyone ® . Every Marygold app user receives a free debit Mastercard ® issued by its partner bank, Community Federal Savings Bank upon completion of a secure onboarding process. Along with the PayAnyone ® feature, the Marygold app also allows users to “Tap & Pay” anywhere Mastercard ® is welcome nationwide as well as for use with online shopping. The Marygold app has the ability to split payments/bills without fees or limits between users. Marygold’s debit Mastercard ® is connected to a widely accepted ATM network system but ATM transactions have fees associated with the use and withdrawal of cash like most bank ATM out of network machines. The Marygold Fintech app has evolved and, in addition to its Fintech app features, its Marygold’s investment firm subsidiary, Marygold Advisors, allows users to explore and tap into money management education and tools using its bespoke budgeting app product, money pools (“Money Pools”). The Money Pool app feature provides useful digital educational information on personal investing, money management, and saving money for target goals. When a user wants to budget, invest and grow their savings, app users can use the Money Pool budgeting feature based on timeline-oriented goals that allow a user to set a time goal for which they will need to grow their money. After users input their dollar goal into the Money Pool app feature with a goal-oriented time frame, the app provides a choice of three Money Pools for the user to choose from. The investment risk decreases or increases depending on the initial investment and goal-oriented time frame chosen. Understanding this risk/reward investment dynamic, Marygold Advisors created an investment calculator tool within the app to provide users the ability to view their hypothetical investment potential. Marygold continues to devote considerable resources to the development, marketing and support of its proprietary Fintech software app that is envisioned to provide a competitive mobile experience to its customers. The Fintech app is available for Android and Apple iOS users to download on online app stores for free. Marygold & Co. and together with Marygold Advisors, are hereinafter referred to as, “Marygold.” 9 Table of Contents Competition We have many competitors in the Fintech, or financial technology, services industry, including institutional banks and start-ups, who offer a variety of financial services ranging from neo bank spending/receiving capabilities to loans and investing initiated on digital platforms. The Fintech industry is highly competitive, forcing participants to constantly innovate or to seek niche areas of a target market. Many of Marygold’s competitors have found success in such niche markets as making student loans, investing in crypto currencies, immediate credit for direct deposits, or trading stocks. Marygold is focusing on simplifying the management of its clients’ financial lives by bringing all aspects of banking to one simple to use mobile banking app. With a global market for fintech expected to be in excess of $340 billion in 2024, management anticipates only a small market share will be required for Marygold to be successful in reaching its revenue, profitability and other goals. Intellectual Property Marygold has a registered design mark and several trademarks in final stages towards registration pending with the PTO. The underlying code compiled in its mobile banking app and other custom programs are proprietary and trade secrets of Marygold. Employees Marygold employs nine full time staff members, a varying number of independent contractors, and also subcontracts for a variety of services, both in the U.S. and internationally. Marygold UK In 2021, we expanded our financial services into Great Britain by incorporating a new entity called, Marygold & Co. (UK) Limited, a private limited company incorporated and registered under the laws of England and Wales, whose registered office is in London, England, (“Marygold UK”). In June 2022, Marygold UK acquired all of the outstanding shares of Tiger Financial & Asset Management, Limited, (“Tiger Financial”). Tiger Financial, a private company incorporated and registered in England and Wales, has a registered office in Northampton, England. Tiger Financial is an asset manager regulated under the United Kingdom Financial Conduct Authority. For a description of the terms of our acquisition of Tiger Financial, please refer to “Note 6. Business Combinations” to our consolidated financial statements included in this Form 10-K. In May 2024, Marygold UK acquired all outstanding shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), a private limited company incorporated and registered in England and Wales, whose registered office is in Staffordshire, England. Step-By-Step is an asset manager and registered investment advisor regulated under the United Kingdom Financial Conduct Authority. For a description of the terms of our acquisition of Step-By-Step, please refer to “Note 6. Business Combinations” to our consolidated financial statements included in this Form 10-K. Marygold UK was formed to introduce the Marygold Fintech app into the United Kingdom with features that management expects will provide a suite of personal savings tools all integrated into a user’s digital world. Customers will have a “Piggy Bank” function, that empowers users to take control of their financial future by providing the digital tools they need to save money more efficiently. The Piggy Bank app feature encourages mindful spending, adding customizable barriers to the visibility of savings and fostering long-term habits through an “out of sight, out of mind” approach. A Me2Me app feature will allow people to move their money between accounts and the app will be able to create custom notifications to encourage a user to put some money into their savings account. When the app is rolled out, existing clients of Marygold UK’s financial services subsidiaries, Tiger Financial and Step-By-Step, are expected to be the primary target market for the app. Tiger Financial and Step-By-Step, together with Marygold UK are hereinafter collectively referred to as “Marygold UK”. Operations of Marygold UK are included in these consolidated financial statements beginning on the respective dates of acquisition. As of June 30, 2024, Marygold UK had $78 million in AUM. Marygold UK earns revenues in the form of advisory fees that are based on a percentage of the AUM. Marygold UK is planning to introduce the Marygold Fintech app to its customers and, more broadly, in the U.K. within the coming fiscal year. Marygold UK employs nine persons full time in the U.K. Competition As an investment advisor, both Tiger and Step-By-Step have pursued separate niche markets to differentiate themselves from institutional and larger organizations providing investment advice and wealth management services to clients in the U.K. These two separate target markets have allowed Tiger and Step-By-Step to succeed and grow their business despite a competitive landscape. Expectations are that the introduction of the Marygold Fintech app to their clientele will accelerate growth and further differentiate them from competitors who can offer no such mobile app. Trademark Marygold UK has begun the process of securing trademarks and service marks with respect to certain slogans, artwork, and logos related to the Marygold Fintech app. Available Information We maintain a website at www.themarygoldcompanies.com . Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website as soon as reasonably practicable after the reports are filed with, or furnished to, the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K or our other securities filings with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors may electronically access our SEC filings. Controlled Company Status Pursuant to a voting agreement dated July 9, 2004, Nicholas Gerber and Scott Schoenberger, through their respective trusts, represent over 50% of the voting stock with respect to matters that may have a material impact on our strategy and shareholder rights. Because more than 50% of the combined voting power of all of our outstanding common stock is beneficially owned by Messrs. Gerber and Schoenberger, we are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide. As such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating and governance committee composed entirely of independent directors. 10 Table of Contents