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Item 1A. Risk Factors

2025-09-19 compared with 2024-09-18 · 530 added, 321 removed, 223 unchanged (79% of the section changed)

Our business operations, financial condition, results

of operations, and stock price may be affected by a number of factors.

In addition to the other information in this Annual Report on Form

10-K (“Form 10-K”), the following factors and the information contained under “Special Note Regarding Forward-Looking

in our shares involves a high degree of risk and dilution.

Our business operations, financial condition, results of operations, and

stock price may be affected by a number of factors.

In addition to the other information in this Annual Report on Form 10-K

(“Form 10-K”), the following factors and the information contained under “Special Note Regarding Forward-Looking

Statements” should be considered in evaluating our company and our businesses.

The risks and uncertainties described below are not

the only risks we face.

Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair

our business operations.

If any of the events or circumstances described in the following risks occur, our business, financial condition

and results of operations could suffer and the trading price of our shares of common stock could decline.

Litigation Risks

The risks and uncertainties described below are

not the only risks we face.

Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may

also impair our business operations.

If any of the events or circumstances described in the following risks or elsewhere in this

Form 10-K occur, our business, financial condition and results of operations could suffer and the trading price of our shares of

common stock could decline.

Company ’ s business and operation could be negatively affected by any material litigation involving the Company or

its subsidiaries.

LLC, an indirect wholly-owned subsidiary, is currently the subject of class

action litigation.

LLC, an indirect wholly owned subsidiary, is currently the subject of class action litigation.

See “Note 14.

Commitments and Contingencies - Legal Proceedings” to our consolidated financial statements

included in this Form 10-K.

an amount or range of possible losses resulting from litigation proceedings

is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for

monetary damages, are in the early stages of proceedings, and are subject to appeal.

In addition, because most legal proceedings are resolved

over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy,

the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the

strength or weakness of their case against us.

For these reasons, we are currently unable to predict the ultimate timing or outcome of,

or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described in “Item 3.

Proceedings” of this Form 10-K and “Note 14.

Commitments and Contingencies – Legal Proceedings” to our consolidated

financial statements included in this Form 10-K.

In light of the inherent uncertainties involved in such matters, an adverse outcome in

this litigation could materially adversely affect our financial condition, results of operations or cash flows in any particular reporting

could result in substantial costs and divert management’s attention

and resources from our business.

Additionally, litigation could give rise to perceived uncertainties as to our future, adversely affect

our relationships with investors in our funds, customers and vendors and make it more difficult to attract and retain qualified personnel.

Also, a company subject to litigation may be required to incur significant legal fees and other expenses related to any litigation.

Commitments and Contingencies

- Legal Proceedings” to our consolidated financial statements included in this Form 10-K.

an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree

of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of proceedings,

and are subject to appeal.

In addition, because most legal proceedings are resolved over extended periods of time, potential losses are

subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and

substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against

For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses

or a range of possible losses resulting from, the matters described in “Item 3.

Legal Proceedings” of this Form 10-K and

Commitments and Contingencies – Legal Proceedings” to our consolidated financial statements included in this

In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely

affect our financial condition, results of operations or cash flows in any particular reporting period.

could result in substantial costs and divert management’s attention and resources from our business.

Additionally, litigation

could give rise to perceived uncertainties as to our future, adversely affect our relationships with investors in our funds,

customers and vendors and make it more difficult to attract and retain qualified personnel.

Also, a company subject to litigation

may be required to incur significant legal fees and other expenses related to any litigation.

Our financial services

subsidiaries carry general corporate liability, errors and omissions, and cybersecurity risk insurance in the event of litigation

Related to our Business and Structure

We are a holding company, and our only material

assets are our cash in hand, equity and other interests in our operating subsidiaries, and our other investments.

As a result, our principal

sources of cash flow are distributions from our subsidiaries.

Our subsidiaries may be limited by law and by contract from making distributions

a holding company, our assets are cash and cash equivalents, equity interests in our subsidiaries and

have incurred net losses during fiscal 2025 and 2024.

We have paused further development of our Fintech app for the U.S.

have incurred a net loss of $5.8 million in fiscal 2025 and a net loss of $4.1 million in fiscal 2024.

We have working capital of approximately

$12.4 million as of June 30, 2025, compared to working capital of $19.0 million as of June 30, 2024, a decrease of 35%.

Since 2019 and

through June 30, 2025, we have invested $19.1 million in the development of our Fintech app for the U.S.

limited acceptance in the U.S., effective March 31, 2025, we paused further development of the Fintech app, although we are offering

a scaled version of the app in the U.K.

In the event we are able to raise additional financing or to license the app to a third party,

we may continue the development of the Fintech app for the U.S.

market, although there can be no assurance we will be able to do so.

are a holding company, and our only material assets are our cash in hand, equity and other interests in our operating subsidiaries, and

our other investments.

principal source of our cash flow is distributions from our subsidiaries.

Thus, our ability to finance future acquisitions or

develop new projects is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make

upstream cash distributions to us.

Our subsidiaries are separate legal entities, and although they may be wholly-owned or controlled

by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or

The ability of our subsidiaries to distribute cash to us are and will remain subject to, among other things, restrictions

that are contained in each subsidiaries’ financing agreements, availability of sufficient funds and applicable laws and

regulatory restrictions.

As a result, our principal sources of cash flow are distributions from our subsidiaries.

Our subsidiaries may

be limited by law and by contract from making distributions to us.

a holding company, our assets are cash and cash equivalents, equity interests in our subsidiaries and our other investments.

principal sources of our cash flow consist of distributions, loans or other

payments from our subsidiaries.

Thus, our ability to finance future acquisitions or develop

new projects is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions

Our subsidiaries are separate legal entities, and although they may be wholly owned or controlled by us, they have no obligation

to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise.

The ability of our subsidiaries

to distribute cash to us are and will remain subject to, among other things, restrictions that are contained in each subsidiaries’

financing agreements, availability of sufficient funds and applicable laws and regulatory restrictions.

of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our

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To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially

limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, including in connection with the development of our Fintech app.

limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses, including in

connection with the development of our Fintech app.

are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.

capital allocation decisions and investment decisions are made by Chief Executive Officer and Chairman of the Board of Directors, Nicholas

Gerber, with consultation from key personnel, from our management team and the executive management teams from our subsidiaries.

executive management teams that lead the Company and our subsidiaries are also highly experienced and possess extensive skills in their

Gerber were to become unavailable, there could be a material adverse impact on our operations.

However, the Company’s

Board of Directors have the power and authority to fill a vacancy left by Mr.

The ability to retain key personnel is important

to our success and future growth.

Competition for these professionals can be intense, and we may not be able to retain and motivate our

existing officers and senior employees and continue to compensate such individuals competitively.

The unexpected loss of the services

of one or more of these individuals could have a detrimental effect on our operations and negatively impact our financial condition or

results of operations of our businesses and could hinder the ability of our business and our subsidiaries to effectively compete in the

various industries in which we operate.

capital allocation decisions and investment decisions are made by Chief Executive Officer and Chairman of the Board of Directors,

Nicholas Gerber, with consultation from key personnel, our board, from our management team and the executive management teams from our

subsidiaries.

The executive management teams that lead the Company and our subsidiaries are also highly experienced and possess

extensive skills in their respective industries.

Gerber were to become unavailable, there could be a material adverse impact on

our operations.

However, the Company’s Board of Directors have the power and authority to fill a vacancy left by Mr.

The ability to retain key personnel is important to our success and future growth.

Competition for these professionals can be

intense, and we may not be able to retain and motivate our existing officers and senior employees and continue to compensate such

individuals competitively.

The unexpected loss of the services of one or more of these individuals could have a detrimental effect

on our operations and negatively impact our financial condition or results of operations of our businesses and could hinder the

ability of our business and our subsidiaries to effectively compete in the various industries in which we operate.

need qualified personnel to manage and operate our subsidiaries.

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in the ETP investment structure and limit investor acceptance of ETPs.

trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of securities

held by the particular ETP.

Trading involves risks including the potential lack of an active market for fund shares, abnormally wide

bid/ask spreads (the difference between the prices at which shares of an ETP can be bought and sold) that can exist for a variety of

reasons and losses from trading.

These risks can be exacerbated during periods when there is low demand for an ETP, when the markets

in the underlying investments are closed, when markets conditions are extremely volatile or when trading is disrupted.

This could result

in limited growth or a reduction in the overall ETP market and result in our revenue not growing as rapidly as it has in the recent

past or even in a reduction of revenue.

derive a substantial portion of our revenues from our USCF Investments subsidiary and, as a result, our operating results are

particularly exposed to investor sentiment toward investing in the ETFs sponsored by USCF and advised by USCF

the years ended June 30, 2024 and 2023, 58% and 60% of our revenues, respectively, were derived from USCF Investments operations,

which consists of the management of ETPs and ETFs by USCF and USCF Advisers.

As a result, our operating results are particularly exposed

to the performance of these funds and our ability to maintain the assets under management of these funds, as well as investor sentiment

trade on exchanges in market transactions that generally approximate the value of the referenced assets or underlying portfolio of

securities held by the particular ETF.

Trading involves risks including the potential lack of an active market for fund shares,

abnormally wide bid/ask spreads (the difference between the prices at which shares of an ETF can be bought and sold) that can exist

for a variety of reasons and losses from trading.

These risks can be exacerbated during periods when there is low demand for an ETF,

when the markets in the underlying investments are closed, when markets conditions are extremely volatile or when trading is

This could result in limited growth or a reduction in the overall ETF market and result in our revenue not growing as

rapidly as it has in the recent past or even in a reduction of revenue.

derive a substantial portion of our revenues from our USCF Investments subsidiary and, as a result, our operating results are particularly

exposed to investor sentiment toward investing in the ETFs sponsored by USCF and advised by USCF Advisers.

the years ended June 30, 2025 and 2024, 57% and 58% of our revenues, respectively, were derived from USCF Investments operations, which

consists of the management of ETFs by USCF and USCF Advisers.

As a result, our operating results are particularly exposed to

the performance of these funds and our ability to maintain the assets under management of these funds, as well as investor sentiment

toward investing in the funds’ strategies.

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recalls or other product liability claims could materially and adversely affect us.

products for human consumption involves inherent legal and other risks, including product contamination, spoilage, product tampering,

allergens, or other adulteration.

We could in the future be required to recall products due to suspected or confirmed product contamination,

adulteration, product mislabeling or misbranding, tampering, undeclared allergens, or other deficiencies.

Product recalls or market withdrawals

could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability

of the product for a period of time.

products for human consumption or use involves inherent legal and other risks, including product contamination, spoilage, product

tampering, allergens, or other adulteration.

We could in the future be required to recall products due to suspected or confirmed

product contamination, adulteration, product mislabeling or misbranding, tampering, undeclared allergens, or other deficiencies.

Product recalls or market withdrawals could result in significant losses due to their costs, the destruction of product inventory,

and lost sales due to the unavailability of the product for a period of time.

attention about these types of concerns, whether or not valid, may damage our reputation, discourage consumers from buying our products,

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our business could be harmed or adversely affected.

Legal, Compliance and Regulatory Risks

Our business is subject to extensive government

regulation and oversight.

Our failure to comply with extensive, complex, overlapping, and frequently changing rules, regulations, and

legal interpretations could materially harm our business.

Our business is subject to complex and changing laws,

rules, regulations, policies, and legal interpretations in the markets in which we operate, including, but not limited to, those governing

and enforcing:

banking, credit, deposit taking, cross-border and domestic money transmission, prepaid access, foreign currency exchange,

privacy and data protection, data governance, cybersecurity, banking secrecy, digital payments and cryptocurrency, payment services (including

payment processing and settlement services), fraud detection, consumer protection, antitrust and competition, economic and trade sanctions,

anti-money laundering, and counter-terrorist financing.

As we, through our subsidiaries, introduce new products and services and expand

into new markets, including through acquisitions, we may become subject to additional regulations, restrictions, and licensing requirements.

Any failure or perceived failure to comply with existing

or new laws, regulations, or orders of any government authority (including changes to or expansion of their interpretation) may subject

us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and enforcement actions in one or more

jurisdictions;

financial condition and results of operations could suffer if there is an impairment of goodwill or intangible assets.

are required to test intangible assets with indefinite lives, including goodwill, annually or, in certain instances, more frequently,

and may be required to record impairment charges, which would reduce any earnings or increase any loss for the period in which the impairment

was determined to have occurred.

Our goodwill impairment analysis is sensitive to changes in key assumptions used in our analysis.

the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future.

We cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets.

However, any such impairment

would have an adverse effect on our results of operations.

of June 30, 2025, the total recorded value of our goodwill and intangible assets was $3.5 million.

During fiscal year 2024, we recorded

an impairment loss of $1.4 million related to goodwill and other intangible assets in our beauty products business segment which had

been suffering from increased losses resulting from pandemic-related changes in its distribution channels and increased costs.

The impairment

loss of $1.4 million included goodwill of $0.4 million and indefinite and finite lived intangible assets totaling $1.0 million relating

to brand name, formulas and customer relations.

We determined the fair value of the reporting unit using multiple methods including discounted

cash flows and pricing of comparable companies.

We may face double taxation on certain income earned by our non-U.S.

subsidiaries.

Under the Internal Revenue

Code of 1986, as amended (“Code”), provisions governing the taxation of income earned by “controlled foreign corporations,”

most or all of the income earned by our non-U.S.

subsidiaries will be subject to U.S.

federal income tax in the year earned, even if

not distributed to Marygold and even if fully taxed in the foreign countries in which those subsidiaries are organized or operate.

Although the Code provides for foreign tax credit relief with respect to the foreign income taxes imposed on such income, that

relief is limited in several respects that could have the effect of subjecting the same income to both U.S.

and foreign income

Compliance and Regulatory Risks

business is subject to extensive government regulation and oversight.

Our failure to comply with extensive, complex, overlapping, and

frequently changing rules, regulations, and legal interpretations could materially harm our business.

business is subject to complex and changing laws, rules, regulations, policies, and legal interpretations in the markets in which we

operate, including, but not limited to, those governing and enforcing:

banking, credit, deposit taking, cross-border and domestic money

transmission, prepaid access, foreign currency exchange, privacy and data protection, data governance, cybersecurity, banking secrecy,

digital payments and cryptocurrency, payment services (including payment processing and settlement services), fraud detection, consumer

protection, antitrust and competition, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.

As we, through

our subsidiaries, introduce new products and services and expand into new markets, including through acquisitions, we may become subject

to additional regulations, restrictions, and licensing requirements.

failure or perceived failure to comply with existing or new laws, regulations, or orders of any government authority (including changes

to or expansion of their interpretation) may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant

assets, and enforcement actions in one or more jurisdictions;

result in additional compliance and licensure requirements;

cause us to lose existing licenses or prevent or delay us from

obtaining additional licenses that may be required for our business;

increase regulatory scrutiny of our business;

divert management’s

time and attention from our business;

lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business;

increase regulatory

scrutiny of our business;

divert management’s time and attention from our business;

restrict our operations;

lead to increased friction for customers;

force us to make changes to our

business practices, products or operations;

require us to engage in remediation activities;

or delay planned transactions, product launches

or improvements.

Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and

adversely affect our results of operations and financial condition.

We have implemented policies and procedures designed

to help ensure compliance with applicable laws and regulations, but there can be no assurance that our employees, contractors, and agents

will not violate such laws and regulations.

lead to increased

friction for customers;

force us to make changes to our business practices, products or operations;

require us to engage in remediation

or delay planned transactions, product launches or improvements.

Any of the foregoing could, individually or in the aggregate,

harm our reputation, damage our brands and business, and adversely affect our results of operations and financial condition.

have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no

assurance that our employees, contractors, and agents will not violate such laws and regulations.

We are subject to the rules and regulation of

the NYSE American stock exchange and are required to comply with certain continued exchange listing standards and requirements or be subject

to delisting.

Our common stock is currently listed on and subject

to the rules and regulations of, the NYSE American, LLC stock exchange (“NYSE American”).

As a result, the Company is required

to comply with certain continuing listing standards to continue to trade its stock on the NYSE American.

For example, in the event our

shares of common stock trade at a low price and for a substantial period of time determined by NYSE American,

the Company may be notified to take certain action to regain compliance with such listing requirement, which may include effecting a reverse

stock split within a reasonable time or face the possibility of having its stock delisted by NYSE American.

Also, we must be current in

our SEC reporting obligations.

If the Company fails to meet one or a combination of such continued listing standards, the NYSE American

may seek to delist the Company’s shares.

Action taken by the NYSE American to delist our stock may adversely impact the trading

price and trading volume of our shares and adversely affect the Company’s ability raise additional equity or equity linked financing.

There can be no assurance we will continue to meet all of the NYSE American’s continued listing requirements.

incur substantial costs to operate as a public reporting company as required by the Securities Exchange Commission.

incur substantial legal, financial, accounting and other costs and expenses to operate as a public reporting company.

that these costs are a disproportionately larger percentage of our revenues than they are for larger companies.

In addition, the

rules and regulations of the SEC impose significant requirements on public reporting companies,

including ongoing disclosure obligations and mandatory corporate governance practices.

Our senior management and other personnel need

to devote a substantial amount of time and resources to ensure ongoing compliance with SEC requirements to maintain its status as a public

reporting company.

There can be no assurance that the Company will continue to have sufficient resources in the future to maintain its

public company status.

a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Public Company Accounting

Oversight Board (“PCAOB”) regarding our internal control over financial reporting.

If we fail to establish and maintain effective

internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial

results or report them in a timely manner.

Investor confidence in the price of our stock may be adversely affected if we are unable to

comply with such rules and regulations.

a public reporting company under the Securities Exchange Act, we are subject to the rules and regulations established from time to time

by the SEC and the PCAOB.

These rules and regulations require, among other things, that we establish and periodically evaluate procedures

with respect to our internal control over financial reporting.

In addition, as a public company we are required to document and test

our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”)

so that our management can certify as to the effectiveness of our internal control over financial reporting, which requires us to document

and test our internal control over financial reporting.

Chief Executive Officer and Chief Accounting Officer (“certifying officers”) are responsible for establishing and maintaining

our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e) and Rule 15d-15(e)).

certifying officers designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed

under their supervision, to ensure that information required to be disclosed by us in the reports we file or submit under the Securities

Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and

is made known to management (including the certifying officers) by others within the company, including our subsidiaries.

evaluate the effectiveness of our disclosure controls and procedures and report our conclusions about the effectiveness of the disclosure

controls quarterly in our Quarterly Reports on Form 10-Q and annually in our Annual Reports on Form 10-K.

In completing such reporting,

we disclose, as appropriate, any significant change in our internal control over financial reporting that occurred during our most recent

fiscal period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

as a public company, we are subject to rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act, which require us to

include in our annual report on Form 10-K our management’s report on, and assessment of the effectiveness of, our internal control

over financial reporting (“management’s report”).

If we fail to achieve and maintain the adequacy of our disclosure

control or internal control over financial reporting, there is a risk that we will not comply with all of the requirements imposed by

Moreover, effective internal control over financial reporting, particularly that relate to revenue recognition, is necessary

for us to produce reliable financial reports and is important in helping to prevent financial fraud.

Any of these possible outcomes could

result in an adverse reaction in the financial marketplace due to a loss in investor confidence in the reliability of our financial statements,

which ultimately could harm our business and could negatively impact on the market price of our common stock.

Investor confidence and

the price of our common stock may be adversely affected if we are unable to comply with Section 404 of the Sarbanes-Oxley Act.

are a “smaller reporting company” within the meaning of the Securities Act and Securities Exchange Act and we intend to take

advantage of certain exemptions from disclosure requirements available to smaller reporting companies which could make our securities

less attractive to investors and may make it more difficult to compare our performance with that of other public companies.

are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage

of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the shares of common stock

held by non-affiliates exceeds $250 million as of the prior December 31, and (ii) our annual revenue exceeded $100 million during such

completed fiscal year or the market value of the shares of common stock held by non-affiliates exceeds $700 million as of the prior December

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with

other public companies difficult or impossible.

or unauthorized access to or releases of confidential information, including personal information, could subject us to significant reputational,

financial, legal and operational consequences.

businesses require us to use and store confidential information, including personal information, with respect to our customers and employees

and also requires us to share confidential information with suppliers and other third parties.

We rely on suppliers that are also exposed

to ransomware and other malicious attacks that can disrupt business operations.

Although we take steps to secure confidential information

that is provided to or accessible by third parties working on our behalf, such measures may not always be effective and losses or unauthorized

access to or releases of confidential information may occur.

Such incidents and other malicious attacks could materially adversely affect

our business, reputation, results of operations and financial condition.

have implemented systems and processes intended to secure our information technology systems and prevent unauthorized access to or loss

of sensitive data, and mitigate the impact of unauthorized access, including through the use of encryption and authentication technologies

and we continue to undertake regular reviews of our IT infrastructure and have investigated improved software and hardware cyber threat

protection solutions.

These measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential

information may occur and could materially adversely affect our business, reputation, results of operations and financial condition.

Related to Our Controlled Company Election and Status

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are a “controlled company” as defined in section 801(a) of the NYSE American Company Guide because more than 50% of the combined

voting power of all of our outstanding common stock is beneficially owned or controlled by Messrs.

voting power of all of our voting stock is beneficially owned or controlled by Messrs.

Gerber and Schoenberger.

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is a controlled company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements

majority of the Company’s Board of Directors consist of independent directors;

the Company has an audit committee that

is comprised of a minimum of three (3) independent directors with a written charter addressing the committee’s purpose and responsibilities;

Company has a nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities;

Company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities.

majority of a listed company’s board of directors consist of independent directors;

of directors’ nominations must be selected by either a nominating committee comprised of independent directors or by a majority

of independent directors and that a listed company adopt a written charter or board resolutions addressing the nomination process;

compensation of a listed company’s chief executive officer and other executive officers be determined, or recommended to the

board for determination, either by a compensation committee that is composed entirely of independent directors or by a majority of

the independent directors on its board with a written charter addressing the committee’s purpose and responsibilities.

independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could

influence their actions as directors.

The Company may elect in the future to use certain

of these controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as

the Company is a controlled company.

Although we may rely on NYSE American’s controlled company exemptions in the future, we currently

have a board comprised of a majority of independent directors, audit committee, nomination and governance committee and compensation committee.

If the makeup of one or more of our board, audit, nomination and governance committee or compensation committee changes such that we no

longer comply with the independence standard of the NYSE American guidelines, then our stockholders may not have the same protections

afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE American rules.

Company’s CEO, through the Gerber Trust, controls a significant percentage of our common stock, and may exert significant control

Company may elect in the future to use certain of these controlled company exemptions and the Company may continue to use all or some

of these exemptions in the future for so long as the Company is a controlled company.

Although we may rely on NYSE American’s controlled

company exemptions in the future, we currently have a board comprised of a majority of independent directors, our audit committee, nomination and governance committee and compensation committees are comprised

solely of independent directors.

If the makeup of one or more of our board, audit, nomination and governance committee

or compensation committee changes such that we no longer comply with the independence standard of the NYSE American guidelines, then

our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance

requirements of the NYSE American rules.

Company’s CEO, through family trusts, controls a significant percentage of our common stock, and may exert significant control

over matters subject to stockholder approval as well as heightened voting power at the board level, preventing other stockholders and

new investors from influencing significant corporate decisions.

Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the beneficial

owner of 18,418,766 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately

45.6% of our total issued and outstanding Common Stock (giving effect to the conversion of all Series B Preferred Stock) .

Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”).

Nicholas Gerber

and Melinda Gerber serve as trustees of the Gerber Trust.

As such, the Gerber Trust and Mr.

Gerber share power to vote or to direct the

vote of the shares and share power to dispose or to direct the disposition of Common Stock beneficially owned or controlled by Mr.

Gerber, the President and Chief Executive Officer of the Company and Chairman of the Board of the Company, is the

beneficial owner of 18,690,773 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing

approximately 43.4% of our total issued and outstanding Common Stock (giving effect to the conversion of all shares of our Series B

Preferred Stock) .

Gerber’s Common Stock is held by the Nicholas and Melinda Gerber Living Trust (the “Gerber

Trust”), of which Nicholas Gerber and Melinda Gerber are the trustees.

As such, the Gerber Trust and

Gerber share power to vote or to direct the voting of the shares and share power to dispose or to direct the disposition of Common

Stock beneficially owned or controlled by Mr.

Scott Schoenberger is a member of the Board of Directors of the Company.

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the Schoenberger Family Trust (the “Schoenberger Trust”).

Schoenberger serves as the sole trustee of the

Schoenberger Trust.

Schoenberger serves as the sole trustee of the Schoenberger

As such, the Schoenberger Trust and Mr.

Schoenberger share power to vote or to direct the vote of the shares and

share power to dispose or to direct the disposition of these shares.

Shares of our Common Stock held by Schoenberger Trust total

4,697,993 shares, representing 11.6% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B

Preferred Stock).

Schoenberger share power to vote or to direct the vote of the shares and share power to

dispose or to direct the disposition of these shares.

Shares of our Common Stock held by Schoenberger Trust total 4,697,993 shares, representing

10.9% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

Additionally,

pursuant to a voting agreement (“Voting Agreement”), the Gerber

Trust and Schoenberger Trust will continue to vote all shares of our voting stock owned by them to elect each of Messrs.

Gerber and Schoenberger

to the Board along with other designees mutually agreed upon.

pursuant to a voting agreement (“Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all

shares of our voting stock owned by them to elect each of Messrs.

Gerber and Schoenberger to the Board along with other designees

mutually agreed upon.

By virtue of the Voting Agreement, Messrs.

Gerber and Schoenberger are entitled

to 23,116,759 votes on matters submitted to our stockholders, or 57.3% of all votes on matters submitted to our stockholders for their

addition, pursuant to the Company’s Bylaws, Directors have voting power equivalent to their percentage of total share ownership,

multiplied by the number of directors then on the Board of Directors, rounded to the nearest whole number, with no Director holding less

than one vote.

As a result of Mr.

Gerber’s ownership of Company shares, Mr.

Gerber has a relatively higher number of votes relative

to other directors, in proportion to Mr.

Gerber’s ownership interest in the Company.

General Business Risks

Our business and financial performance may be

adversely affected by information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse

effect on our business and results from operations.

We depend upon information technology, infrastructure,

including network, hardware and software systems to conduct our businesses.

Despite our implementation of security measures, there are

numerous and evolving risks to cybersecurity and privacy, including risks originating from intentional acts of criminal hackers, nation

states and competitors, intentional and unintentional acts or omissions of customers, vendors, contractors, employees and other third

parties that may result in damage, breakdown, or interruption from computer viruses, ransomware, malware, phishing, social engineering,

fraudulent inducement, electronic fraud, wire fraud, human error or malfeasance, unauthorized access, natural disasters, and telecommunications

and electrical failures.

Each of our businesses directly or indirectly store, collect and transmit sensitive data, including intellectual

property, confidential information, proprietary business information, customer or personal data.

The secure processing of such data, maintenance,

and transmission of such data is important to our operations.

We face increased cybersecurity risks due to our reliance on internet technology.

We may not be able to anticipate all types of security threats or be able to implement security measures effective against all such threats

or implement preventive measures effective against all such threats.

The techniques used by cybercriminals change frequently and may not

be recognized until launched and can originate from a wide variety of sources, as discussed above.

Even if identified, we may not be able

to adequately investigate or remediate incidents or breaches due to attacks increasingly using tools and techniques that are designed

to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

Accordingly, our data protection efforts and

related security measures may not be adequate to protect against highly targeted sophisticated cyber-attacks, or other improper disclosures

of confidential and/or sensitive information.

Additionally, we may have access to confidential or other sensitive information of our customers.

suppliers, or services providers which despite our efforts to protect, may be vulnerable to security breaches, theft, or improper disclosure

any of which could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

The increase in personnel working remotely during and after the recent pandemic has increased the risk for our and our vendors and suppliers’

security breaches and incidents.

If a security breach or other incident results in the unauthorized access to or use, disclosure, release,

or other processing of confidential or proprietary information, we could incur liability and it may be necessary to notify persons, governmental

authorities, supervisory bodies, the media and other parties pursuant to privacy and security laws.

Any such access, disclosure or other

loss of information could result in legal claims, proceedings, liability under laws that protect the privacy of personal information of

our employees or others, and any such event could disrupt our operations, damage our reputation, and cause loss of confidence in us.

contracts with our customers, suppliers, or services providers may not contain limitation of liability and there can be no assurance that

limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to privacy, data protection,

or data security.

Further, we can give no assurance that our insurance coverage will be adequate or sufficient to cover the financial,

legal, business or reputational losses that may result from an interruption or breach of our systems, that such coverage will continue

to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Any of these risks could materially

affect our consolidated results of operations and financial condition.

Gerber and Schoenberger are entitled to an aggregate of 23,388,766

votes or 54.3% of all votes for the election of directors submitted to our stockholders for their

addition, pursuant to the Company’s Bylaws, Directors have voting power equivalent to their percentage of total share

ownership, multiplied by the number of directors then on the Board of Directors, rounded to the nearest whole number, with no

director holding less than one vote.

As a result of Messrs.

Gerber and Schoenberger’s ownership of Company shares, Messrs.

Gerber and Schoenberger have a relatively higher number of votes relative to other directors, in proportion to their

ownership interests in the Company.

Business Risks

business and financial performance may be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions

which could have a material adverse effect on our business and results from operations.

depend upon information technology, infrastructure, including network, hardware and software systems to conduct our businesses.

our implementation of security measures, there are numerous and evolving risks to cybersecurity and privacy, including risks originating

from intentional acts of criminal hackers, nation states and competitors, intentional and unintentional acts or omissions of customers,

vendors, contractors, employees and other third parties that may result in damage, breakdown, or interruption from computer viruses,

ransomware, malware, phishing, social engineering, fraudulent inducement, electronic fraud, wire fraud, human error or malfeasance, unauthorized

access, natural disasters, and telecommunications and electrical failures.

Each of our businesses directly or indirectly store, collect

and transmit sensitive data, including intellectual property, confidential information, proprietary business information, customer or

personal data.

The secure processing of such data, maintenance, and transmission of such data is important to our operations.

increased cybersecurity risks due to our reliance on internet technology.

We may not be able to anticipate all types of security threats

or be able to implement security measures effective against all such threats or implement preventive measures effective against all such

The techniques used by cybercriminals change frequently and may not be recognized until launched and can originate from a wide

variety of sources, as discussed above.

Even if identified, we may not be able to adequately investigate or remediate incidents or breaches

due to attacks increasingly using tools and techniques that are designed to circumvent controls, to avoid detection, and to remove or

obfuscate forensic evidence.

Accordingly, our data protection efforts and related security measures may not be adequate to protect against

highly targeted sophisticated cyber-attacks, or other improper disclosures of confidential and/or sensitive information.

Additionally,

we may have access to confidential or other sensitive information of our customers.

suppliers, or services providers which despite our

efforts to protect, may be vulnerable to security breaches, theft, or improper disclosure any of which could have a material adverse

effect on our competitive position, results of operations, cash flows or financial condition.

The increase in personnel working remotely

during and after the recent pandemic has increased the risk for our and our vendors and suppliers’ security breaches and incidents.

If a security breach or other incident results in the unauthorized access to or use, disclosure, release, or other processing of confidential

or proprietary information, we could incur liability and it may be necessary to notify persons, governmental authorities, supervisory

bodies, the media and other parties pursuant to privacy and security laws.

Any such access, disclosure or other loss of information could

result in legal claims, proceedings, liability under laws that protect the privacy of personal information of our employees or others,

and any such event could disrupt our operations, damage our reputation, and cause loss of confidence in us.

Our contracts with our customers,

suppliers, or services providers may not contain limitation of liability and there can be no assurance that limitations of liability

in our contracts are sufficient to protect us from liabilities, damages, or claims related to privacy, data protection, or data security.

Further, we can give no assurance that our insurance coverage will be adequate or sufficient to cover the financial, legal, business

or reputational losses that may result from an interruption or breach of our systems, that such coverage will continue to be available

on commercially reasonable terms or at all, or that such coverage will pay future claims.

Any of these risks could materially affect

our consolidated results of operations and financial condition.

acquisitions or business opportunities could involve unknown risks that could harm our business and adversely affect our financial condition

and results of operations.

are a holding company that owns interests in a number of different businesses.

We have in the past, and intend in the future, to acquire

businesses that involve unknown risks, some of which will be particular to the industry in which the investment or acquisition targets

operate, including risks in industries with which we are not familiar or experienced.

There can be no assurance our due diligence investigations

will identify every matter that could have a material adverse effect on us or the entities that we may acquire.

We may be unable to adequately

address the financial, legal and operational risks raised by such investments or acquisitions, especially if we are unfamiliar with the

relevant industry, which can lead to significant losses on material investments.

The realization of any unknown risks could expose us

to unanticipated costs and liabilities and prevent or limit us from realizing the projected benefits of the investments or acquisitions,

which could adversely affect our financial condition and liquidity.

In addition, our financial condition, results of operations and the

ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire

and our ability to address those risks.

could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not

consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.

are a holding company in the business of owning diverse and profitable businesses.

Our business model also encompasses researching and

investigating new acquisitions and business opportunities to support the growth of our Company.

With each new contemplated acquisition

or business opportunity, there are resources that must be allocated towards acquisition or engaging in a new business opportunity such

as, the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments with respect to such transaction

and may require substantial management time and attention and substantial costs for financial advisors, accountants, attorneys and other

If a decision is made not to consummate a specific acquisition, business opportunity or financing and capital market transaction,

the costs incurred up to that point for the proposed transaction likely would not be recoverable.

Furthermore, even if an agreement is

reached relating to a specific acquisition, investment target or financing, we may fail to consummate the investment or acquisition for

any number of reasons, including those beyond our control.

Any such event could consume significant management time and result in a loss

to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions

and investments.

We may not accurately predict revenue streams

while we consume capital resources in acquiring new business opportunities or financings and capital market transactions or maintaining

current capital investments which could materially and adversely impact our ability to meet operating expenses and capital requirements.

We are a holding company with a business focus on

investment management and financial technology industries.

Our entry into financial technology through our Marygold subsidiary launched

its fintech app in June 2023 and it is not a mature business.

The financial technology industry is heavily occupied with well financed

competition with extensive capital resources to fund prolific marketing campaigns of competing fintech apps.

Our resources to fund our

business objectives and ongoing operations are dependent on those of our subsidiaries.

If a decision is made to finance and continue to

make capital investments in our fintech subsidiary there is no guarantee of success and revenue generation.

Our ability to predict revenue

generation from our subsidiaries may not be accurate from time to time.

Our efforts to continue to make capital investments in our fintech

subsidiary could have a detrimental effect on our operations and negatively impact our financial condition or results of operations of

our businesses where our ability to accurately predict future revenue generation occurs and this could hinder the ability of our business

and our other subsidiaries to effectively compete in the various industries in which we operate.

We are a holding company that owns interests in a number of different businesses.

We have in the past, and may in the future, acquire businesses that involve unknown risks, some of which may be particular to the industry

in which the investment or acquisition targets operate, including risks in industries with which we are not familiar or experienced.

can be no assurance our due diligence investigations will identify every matter that could have a material adverse effect on us or the

entities that we may acquire.

We may be unable to adequately address the financial, legal and operational risks raised by such investments

or acquisitions, especially if we are unfamiliar with the relevant industry, which can lead to significant losses on material investments.

The realization of any unknown risks could expose us to unanticipated costs and liabilities and prevent or limit us from realizing the

projected benefits of the investments or acquisitions, which could adversely affect our financial condition and liquidity.

our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific

risks applicable to any business we invest in or acquire and our ability to address those risks.

could consume resources in researching acquisitions and dispositions, business opportunities or financings and capital market transactions that are

not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another

are a holding company in the business of owning and operating profitable businesses.

Our business model also encompasses researching

and investigating new acquisitions and business opportunities which may include disposal of subsidiaries to support the growth of

With each new contemplated acquisition or business opportunity, there are resources that must be allocated towards

acquisition or engaging in a new business opportunity such as, the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments with respect to such transaction and may require substantial management time and

attention and substantial costs for financial advisors, accountants, attorneys and other advisors.

If a decision is made not to

consummate a specific acquisition, business opportunity or financing and capital market transaction, the costs incurred up to that

point for the proposed transaction likely would not be recoverable.

Furthermore, even if an agreement is reached relating to a

specific acquisition, investment target or financing, we may fail to consummate the investment or acquisition for any number of

reasons, including those beyond our control.

Any such event could consume significant management time and result in a loss to us of

the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and

may not accurately predict revenue streams while we consume capital resources in acquiring new business opportunities or financings and

capital market transactions or maintaining current capital investments which could materially and adversely impact our ability to meet

operating expenses and capital requirements.

are a holding company with a business focus on the investment management and financial technology industries.

Our entry into

financial technology through our Marygold U.S.

subsidiary which launched its Fintech app in June 2023 and subsequently paused its

operations and offering of its app to the public as of March 31, 2025.

Likewise, our Marygold UK subsidiary is in the early stages

of introducing a narrower version of our Fintech app in the U.K.

which is not a mature business and has no track record.

industry is heavily occupied with well financed competition with extensive capital resources to fund extensive marketing campaigns

of competing Fintech apps.

Our resources to fund our business objectives and ongoing operations are dependent on those of our

subsidiaries.

If a decision is made to finance and continue to make capital investments in our Fintech subsidiary there is no

guarantee of success and revenue generation.

Our ability to predict revenue generation from our subsidiaries may not be accurate

from time to time.

Our efforts to continue to make capital investments in our Fintech subsidiary could have a detrimental effect on

our operations and negatively impact our financial condition or results of operations of our businesses where our ability to

accurately predict future revenue generation occurs and this could hinder the ability of our business and our other subsidiaries to

effectively compete in the various industries in which we operate.

may fail to effectively integrate the businesses we acquire.

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capital investments in the future.

COVID-19 Risk

The Company may be impacted by certain continuing

aftereffects from the economic disruption imposed by the COVID-19 pandemic.

COVID-19 has resulted in numerous deaths, travel restrictions,

closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service

preparation and delivery, prolonged quarantines and the imposition of both local and more widespread “work from home” measures,

cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty.

The extent to which COVID-19

will continue to affect the Company and its’ service providers will depend on future developments, which are highly uncertain and

cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19.

Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of

operations could be adversely impacted.

Additional risks and uncertainties that are presently

unknown or are currently deemed immaterial may also impair our business operations.

These risk factors should be read in connection with

the other information included in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition

and Results of Operations and our financial statements and the related notes.

business may be impacted by political events, war, terrorism, public health issues, natural disasters and other circumstances that are

not within our control.

terrorism, geopolitical uncertainties, public health issues, and other business interruptions have caused and could cause damage or disruption

to international commerce and the global economy, and thus could have a material adverse effect on us, our suppliers, and manufacturing

Our business operations are subject to interruption by natural disasters, fire, power shortages, nuclear power plant accidents,

terrorist attacks, and other hostile acts, labor disputes, public health issues, and other events beyond our control.

Such events could

decrease demand for our products, make it difficult or impossible for us to make and deliver products or services to our customers, or

to receive products from our suppliers, and create delays and inefficiencies in our supply chain.

If major public health issues, including

pandemics, arise, we could be adversely affected by more stringent employee travel restrictions, additional limitations in freight services,

governmental actions limiting the movement of products between regions, delays in production ramps of new products, and disruptions in

the operations of our vendors and suppliers.

Company may be impacted by certain continuing aftereffects from the economic disruption imposed by the COVID-19 pandemic.

resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere,

disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more

widespread “work from home” measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general

concern and uncertainty.

The extent to which COVID-19 will continue to affect the Company and its’ service providers will depend

on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the

severity of COVID-19 and the actions taken to contain COVID-19.

Given the significant economic and financial market disruptions associated

with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted.

risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations.

risk factors should be read in connection with the other information included in this Annual Report on Form 10-K, including Management’s

Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

business may be impacted by political events, new tariffs, war, terrorism, public health issues, natural disasters and other

circumstances that are not within our control.

terrorism, geopolitical uncertainties, imposition of tariffs on our suppliers or our products, public health issues, and other

business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus

could have a material adverse effect on us, our suppliers, and manufacturing vendors.

Our business operations are subject to

interruption by natural disasters, fire, power shortages, nuclear power plant accidents, terrorist attacks, and other hostile acts,

labor disputes, public health issues, and other events beyond our control.

Such events could decrease demand for our products, make our products more expensive for our customers or more expensive to

produce, make

it difficult or impossible for us to make and deliver products or services to our customers, or to receive products from our

suppliers, and create delays and inefficiencies in our supply chain.

If major public health issues, including pandemics, arise, we

could be adversely affected by more stringent employee travel restrictions, additional limitations in freight services, governmental

actions limiting the movement of products between regions, delays in production ramps of new products, and disruptions in the

operations of our vendors and suppliers.

In the event of a natural disaster, we could incur significant losses, require substantial

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defend or enforce proprietary rights relating to our products or technologies;

of our shares by us, our insiders, or other stockholders;

of our shares by us, our insiders, or other stockholders, including sales of our shares from time to time pursuant to our Equity

Distribution Agreement with Maxim;

or anticipated fluctuations in our competitors’ operating results or changes in their growth rates;

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and trading volume could decline.

trading market for our shares will depend on the research and reports that securities or industry analysts publish about us or our business.

There can be no assurance that analysts will cover us or provide favorable coverage.

If one or more analysts downgrade our shares or

change their opinion of our share price our share price may decline.

In addition, if one or more analysts cease coverage of us or fails

to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume

The trading market for our shares depends, in part, on the research and

reports that securities or industry analysts publish about us or our business.

There can be no assurance that analysts will cover us or

provide favorable coverage.

If one or more analysts downgrade our shares or change their opinion of our share price our share price may

In addition, if one or more analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility

in the financial markets, which could cause our share price or trading volume to decline.

stock holdings may be diluted if we make future equity issuances or if outstanding options are exercised for shares of our common stock.

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Also, the exercise of options

may result in additional dilution.

or other rights may result in additional dilution.

holders of outstanding options, warrants and convertible securities or derivatives, if any, have the opportunity to profit from a rise

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warrants and convertible securities are outstanding.

sales, or the potential for future sales, of our shares, including pursuant to our Equity Distribution Agreement with Maxim, could adversely

affect the market price of our common stock.

reserve the right to make future offers and sales, either public or private, of our securities including shares of common stock or preferred

stock, or securities convertible into, or exercisable for, our common stock.

There can be no assurance that we will be able to successfully complete any such future offerings;

in the event that any such future sales of securities are effected, your pro rata ownership interest may be reduced to the extent of

any such issuances and, to the extent any such sales are effected at consideration which is less than that paid by you, you may experience

Moreover, to the extent we issue shares of restricted stock, stock appreciation rights, options or warrants to purchase our

common stock in the future and those shares of restricted stock, options or warrants are exercised or as the shares of restricted stock

vest, our stockholders may experience further dilution.

Holders of shares of our common stock have no preemptive rights that entitle

such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings

could result in increased dilution to our stockholders.

to be issued in future equity offerings could cause the market price of our common stock to decline and could have an adverse effect

on our earnings per share.

In addition, future sales of our common stock or other securities in the public markets, or the perception

that these sales may occur, could cause the market price of our common stock to decline, and could materially impair our ability to raise

capital through the sale of additional securities.

market price of our common stock could decline due to sales, or the announcements of proposed sales, of a large number of common stock

in the market, including sales of common stock by our large stockholders, or the perception that these sales could occur.

or the perception that these sales could occur could also depress the market price of our common stock and impair our ability to raise

capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in

the future at a time and price that we deem appropriate.

We cannot predict the effect that future sales of common stock or other equity-related

securities would have on the market price of our common stock.

March 7, 2025, we entered into an Equity Distribution Agreement with Maxim pursuant to which we may offer and sell shares of our common

stock to or through Maxim, as sales agent or principal, and will be sold in “at the market offerings.” Although we have not

sold any shares pursuant to such agreement as of the date of the filing of this Form 10-K, we may do so in the future subject to certain

limitations in the Equity Distribution Agreement and compliance with applicable law.

We may sell up to 4.6 million shares from time to

time pursuant to the Equity Distribution Agreement.

The issuance from time to time of shares pursuant to this agreement could have the

effect of depressing the market price, increasing the volatility of our shares, and result in dilution to existing stockholders.

board of directors may issue shares of preferred stock without stockholder approval.

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could be the sole source of gain for our stockholders for the foreseeable future.

incur substantial costs to operate as a public reporting company.

incur substantial legal, financial, accounting and other costs and expenses to operate as a public reporting company.

We believe that

these costs are a disproportionately larger percentage of our revenues than they are for many larger companies.

In addition, the rules

and regulations of the SEC impose significant requirements on public companies, including ongoing disclosure obligations and mandatory

corporate governance practices.

Our senior management and other personnel need to devote a substantial amount of time to ensure ongoing

compliance with these requirements.

Our common stock is currently listed on the NYSE American exchange.

Under the NYSE American’s

continuing listing requirements, in the event our shares of common stock sell for a low price for a substantial period of time and we

fail to effect a reverse stock split within a reasonable time after being notified of such potential action by the exchange, we may be

subject to delisting from the exchange.

Also, we must be current in our SEC reporting obligations.

There can be no assurance that we

will continue to meet all of the public company requirements to which we are subject on a timely basis, or at all, or that our compliance

costs will not continue to be material.

Risks Related to our Recent Note Financing

In addition to the net proceeds we received

from our recent equity and debt financings, we may need to raise additional equity or debt financing to continue the development and marketing

of our Fintech app, to fund ongoing operations, invest in acquisitions, and for working capital purposes.

Our inability to raise such

additional financing may limit our ability to continue the development of our Fintech app.

In 2019, through our wholly owned

subsidiary, Marygold & Co., we began development of our peer-to-peer Fintech digital money app.

As of June 30, 2025, we have

invested $19.1 million in the development of our Fintech app.

However, our Fintech app is not a mature business and has

generated minimal revenue to date.

Because of a slower than forecasted adoption rate, and the limited funds we could apply towards

marketing efforts, we were unable to achieve the projected revenues or number of subscribers we deemed necessary to continue

offering the Fintech app service in the U.S.

Accordingly, effective March 31, 2025, we paused further development of the U.S.

Fintech app, and as of June 30, 2025, all employees had been terminated and all client accounts on the U.S.

Fintech app had been closed.

UK subsidiary introduced a slimmed-down version of the app tailored specifically for the U.K.

market during April 2025.

It is uncertain

at this time if the U.K.

Fintech app will be more widely adopted by users in the U.K., or if significant revenues will be realized as

We continue to invest in Marygold UK, and those funds are used to provide technical support and marketing efforts in the UK

for the UK Fintech app.

Although expenses have been curtailed significantly by the closure of the U.S.

Fintech app, there may be a need

for continuing expenses in the U.K.

beyond our ability to fund from consolidated operating income.

The financial technology industry is

occupied by certain well-financed competitors with capital resources to fund marketing campaigns and the continued development and enhancement

of such services.

We received $1.8 million in net proceeds from our recent equity financing which closed on January 28, 2025,

and intended to use such net proceeds to retire or repay outstanding indebtedness, make further capital contributions to our Marygold

subsidiaries in the U.K., and for general working capital and corporate purposes.

In addition to the net proceeds we received

from our recent equity financing, and in view of our commitment to pay down indebtedness, we may need to raise additional equity or debt

financing to continue supporting the continued development and marketing of our financial technology business in the U.K., our ongoing

operations, and in order to make any future acquisitions.

If a decision is made to continue to make capital investments in our financial

technology division there can be no assurance our Fintech business will be successful or generate sufficient or any significant revenues,

and our ability to predict revenue generation from our other contributing subsidiaries may not be accurate from time to time.

investment in our Fintech app could have a material adverse effect on our operations, our financial condition, and results of operations,

and the market for our shares, including if our revenues from operations, financial condition, and market for our shares are negatively

impacted by events outside of our control.

Further, negative economic events could hinder the ability of our businesses to effectively

compete in the various industries in which we operate which may create a need to raise additional financing in the future.

be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us.

Any failure to raise additional

financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current

and future business plans and strategies and on our ability to continue further development of our Fintech app and may require us to

suspend, temporarily or otherwise, its future development.

Also, if we issue additional shares in a financing,

any such issuance could be dilutive to our existing shareholders.

See “Liquidity and Capital Resources – Recent Note Financing”

and “- Recent Equity Financing.”

We may decide to promote our Fintech app to

third party financial institutions or other payment providers as a license, fee-based service, or otherwise, in the event, in addition

to the net proceeds we received from our recent equity financing, financing is not available on terms acceptable to us or at all, and

in sufficient amounts to continue to fund our Fintech app development.

In the event we are unable to raise additional financing

to further develop our Fintech app business discussed above, management may, as an alternative, seek to enter arrangements to license

or otherwise offer our Fintech app to third parties, including financial institutions and other payment providers in the U.S.

Although management believes there are several financial institutions and other payment providers in the U.S.

and abroad who may be interested

in a consumer faced mobile app such as ours, there can be no assurance we will be successful in monetizing our app in its current state

of development to these third parties through license, fee-based user, or other arrangement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors