What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-09-19 compared with 2024-09-18 · 563 added, 483 removed, 628 unchanged (62% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

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(the “Company”) as of June 30,

2024 and 2023, and the related consolidated statements of operations, comprehensive (loss) income,

stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2024, and the related notes (collectively

referred to as “the consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its

cash flows for each of the years in the two-year period ended June 30, 2024, in conformity with accounting principles generally accepted

in the United States of America.

2025 and 2024, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash

flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as “the

consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of

the years in the two-year period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States

consolidated financial statements are the responsibility of the Company’s management.

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consolidated financial statements.

have served as the Company’s auditor since 2017.

We have served as the Company’s auditor since 2017.

Francisco, California

September 19, 2025

MARYGOLD COMPANIES, INC.

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Accounts payable and accrued expenses

Operating lease liabilities, current portion

Lease liabilities, current portion

Advance from buyer of Brigadier Security Systems (Note 16)

Purchase consideration payable

Loans - property and equipment, current portion

Loans payable, current portion

Total current liabilities

Loans - property and equipment, net of current portion

Purchase consideration payable, net of current portion

Operating lease liabilities, net of current portion

Lease liabilities, net of current portion

Deferred tax liabilities, net

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STOCKHOLDERS’ EQUITY

Preferred stock, $ 0.001

Preferred stock, $ 0.001 par value;

50,000 shares authorized;

shares issued and outstanding at both June 30, 2024 and 2023

Common stock, $ 0.001

13 and 49 shares issued and outstanding at June 30, 2025 and 2024, respectively

Common stock, $ 0.001 par value;

900,000 shares authorized;

40,096 and 39,383

shares issued and outstanding at June 30, 2024 and 2023, respectively

42,818 and 40,096 shares issued and outstanding at June 30, 2025 and 2024, respectively

Additional paid-in capital

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thousands, except per share data)

Ended June 30,

Year Ended June 30,

Fund management - related party

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Total operating expenses

(Loss) income from operations

Other income (expense):

Loss from operations

Other (expense) income:

Interest and dividend income

Interest expense

Other income (expense), net

Total other income (expense), net

(Loss) income before income taxes

Benefit (provision) of income taxes

Net (loss) income

Other (expense) income, net

Total other (expense) income, net

Loss before income taxes

Benefit from income taxes

Weighted average shares of common stock

Net (loss) income per common share

Net loss per common share

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

MARYGOLD COMPANIES, INC.

STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Ended June 30,

Net (loss) income

Foreign currency translation (loss) gain

Comprehensive (loss) income

STATEMENTS OF COMPREHENSIVE LOSS

Year Ended June 30,

Foreign currency translation loss

Comprehensive loss

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

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thousands, except per share data)

Ending June 30, 2024

Comprehensive

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at July 1, 2023

of restricted stock awards

on currency translation

at June 30, 2024

of common stock less offering costs

of restricted stock awards

on currency translation

income (loss)

of stock awards

of Series B Preferred Stock into Common Stock

repurchased to cover employee payroll taxes in connection with restricted stock awards

at June 30, 2025

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STATEMENTS OF CASH FLOWS

(in thousands)

Ended June 30,

Year Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash (used in)

provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment loss

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Stock-based compensation

(Gain) loss on investments

Loss (gain) on investments

Non-cash interest expense

Non-cash lease expense

Deferred taxes

Deferred income taxes

Changes in operating assets and liabilities:

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Accounts payable and accrued expenses

Operating lease liabilities

Net cash (used in) provided by operating activities

Lease liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investments

Purchase of investments

Cash advance received from buyer for sale of Brigadier Security Systems (Note 16)

Cash paid for acquisition of business, net

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Payment of purchase consideration payable

Proceeds from sale of investments

Purchase of investments

Net cash used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of loan and finance lease liability

Net cash used in financing activities

Net proceeds from note payable

Principal repayment on note payable

Principal repayment of mortgage loan payable

Sale of common stock less offering costs

Repurchase of shares to satisfy tax withholding for restricted stock

Net cash provided by (used in) financing activities

Effect of exchange rate change on cash and cash equivalents

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE

CASH, CASH EQUIVALENTS AND RESTRICTED CASH,

ENDING BALANCE

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted

cash shown in statement of cash flows

Total cash, cash equivalents and restricted cash shown in statement of cash flows

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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NON-CASH INVESTING AND FINANCING ACTIVITIES:

Original issue discount and loan fee added to note payable balance

Acquisition of operating right-of-use assets through operating lease liability

Purchase consideration payable

Acquisition of operating right-of-use assets

through operating lease liability

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

ORGANIZATION AND DESCRIPTION OF BUSINESS

Marygold Companies, Inc., (the “Company” or “The Marygold Companies”), a Nevada corporation, is a global holding

company that intends to focus on financial services.

The Company is currently directing its investments towards financial services and

the emerging Fintech space.

The operations of the Company’s wholly-owned subsidiaries are summarized as follows:

Management - USCF Investments, Inc., a Delaware corporation (“USCF Investments”), with corporate headquarters in Walnut

Creek, California and its wholly-owned subsidiaries:

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 on a multinational scale that is focused upon financial services, exchange traded funds management and certain other

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, which provide fund management services to exchange traded

fund and exchange traded products (“ETFs”):

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

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Saskatchewan, Canada.

Brigadier was sold to a related party on July 1, 2025 (see Note 16.

Subsequent Events).

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

Services – United States and Great Britain:

& 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;

Financial Services:

Marygold & Co., a Delaware corporation, and its wholly owned subsidiary,

Marygold & Co.

Advisory Services, LLC, a Delaware limited liability company, whose principal business offices are located in Walnut

Creek, California;

& 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:

Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose registered office is

in Northampton, England;

Limited f/k/a Tiger Financial & Asset Management Limited, a company incorporated and registered in England and Wales, whose

registered office is in Northampton, England;

Financial Planners Limited, a company incorporated and registered in England and Wales, whose registered office is in Staffordshire,

Company manages its operating 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 The Marygold Companies’ management

There are no centralized or integrated operational functions such

as marketing, sales, legal or other professional services and there is little involvement by The Marygold Companies’ management

in the day-to-day business affairs of its operating subsidiary businesses apart from oversight.

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The Company has, at times, held deposits in excess of insured amounts, but the Company does not expect any losses in such

regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current

economic trends, changes in customer payment patterns and reasonable and supportable forecasts about the future to determine whether

or not an account should be deemed uncollectible.

Account balances are charged off against the allowance after all means of

collection have been exhausted and the potential for recovery is considered remote.

As of June 30, 2024 and 2023, the Company had

immaterial amounts reserved for credit losses.

regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic

trends, changes in customer payment patterns and reasonable and supportable forecasts about the future to determine whether or not an

account should be deemed uncollectible.

Account balances are charged off against the allowance after all means of collection have been

exhausted and the potential for recovery is considered remote.

As of June 30, 2025 and 2024, the Company had immaterial amounts reserved

for credit losses.

receivable due from related parties consist of fund asset management fees receivable from the USCF Investments business.

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subsidiary USCF relies on the revenues generated through the funds it manages.

The concentration of fund management revenue

and related receivables were (dollars in thousands).

The concentration of fund management revenue and related

receivables were (dollars in thousands):

SCHEDULE OF CONCENTRATION RISK

Year Ended June 30,

Accounts Receivable

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

which consist of (i) food products, printing supplies, and packaging in New Zealand;

(ii) hair and skin care finished products

and components in the US;

(iii) security system hardware in Canada and (iv) printed debit cards and wearables in the US and all are

valued at the lower of cost or net realizable value.

Inventories in Canada and New Zealand are maintained on the first-in, first-out

method, while inventory in the U.S is maintained using the average cost method.

Inventories include product cost, inbound freight

and warehousing costs where applicable.

An assessment is made at the end of each fiscal quarter to determine what slow-moving

inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value.

For the years

ended June 30, 2024 and 2023 , the expense for slow moving or obsolete inventory was de minimis.

(ii) hair and skin care finished products and components

(iii) security system hardware in Canada and (iv) printed debit cards and wearables in the US and all are valued at the lower

of cost or net realizable value.

Inventories in Canada and New Zealand are maintained on the first-in, first-out method, while inventory

in the U.S is maintained using the average cost method.

Inventories include product cost, inbound freight and warehousing costs where

An assessment is made at the end of each fiscal quarter to determine what slow-moving inventory items, if any, should be

deemed obsolete and written down to their estimated net realizable value.

For the years ended June 30, 2025 and 2024 , the expense

for slow moving or obsolete inventory was not material.

and Equipment

and equipment are stated at cost, net of accumulated depreciation.

Expenditures for maintenance and repairs are charged to earnings

Expenditures for maintenance and repairs are charged to earnings as

additions, renewals and leasehold improvements are capitalized.

Office furniture and equipment include office fixtures,

computers, printers and other office equipment plus software and applicable packaging designs.

Leasehold improvements are depreciated over the shorter of the useful life of the improvement and the length of the lease.

When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the

respective accounts, and any gain or loss is included in operations.

Depreciation is computed using the straight-line method over

the estimated useful life of the asset.

Office furniture and equipment include office fixtures, computers,

printers and other office equipment plus software and applicable packaging designs.

Leasehold improvements are depreciated over the shorter

of the useful life of the improvement and the length of the lease.

When property and equipment are retired or otherwise disposed of,

the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

Depreciation is computed using the straight-line method over the estimated useful life of the asset as described below.

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE

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Other equipment

The Company’s most

significant operating leases are real estate leases of office, warehouse and production facilities.

Operating leases are included in

operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets.

Right-of-use assets represent

the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation

to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized at the lease commencement

date based on the present value of lease payments over the lease term.

In determining the present value of lease payments, the Company

uses its incremental borrowing rate based on the information available at the lease commencement date.

The operating lease right-of-use

assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received.

Company’s lease terms may include options to extend or not terminate the lease when it is reasonably certain that it will exercise

Company’s most significant operating leases are real estate leases of office, warehouse and production facilities.

Operating leases

are included in operating lease right-of-use assets and operating lease liabilities in the Consolidated Balance Sheets.

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s

obligation to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized at the lease

commencement date based on the present value of lease payments over the lease term.

In determining the present value of lease payments,

the Company uses its incremental borrowing rate based on the information available at the lease commencement date.

The operating lease

right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received.

The Company’s lease terms may include options to extend the lease when it is reasonably certain that it will exercise

any such options.

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Company has one finance lease wherein ownership of the underlying asset will be transferred to the Company at the end of the lease term.

The underlying asset of the finance lease is a solar energy system at Gourmet Foods that is included

with Property and equipment on the Consolidated Balance Sheets.

assets consist of brand names, recipes, customer relationships and the internally developed software

for the Fintech app developed by Marygold.

The underlying asset of the finance lease is a solar energy system at Gourmet Foods that is included with Property and equipment on the

Consolidated Balance Sheets.

assets consist of brand names, recipes, customer relationships and the internally developed software for the Fintech app developed

Intangible assets with finite lives are amortized over the estimated useful life.

and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying

value may not be recoverable.

When it is determined that an intangible asset is impaired, the Company recognizes an impairment loss

based on the excess of the carrying amount over the fair value of the assets.

The Company recorded an impairment loss of $ 1.0 million

during fiscal 2024 relating to intangible assets in its beauty products segment and there was no impairment recorded during fiscal 2023 .

represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination

Goodwill is tested for impairment on an annual basis during the fourth quarter of the Company’s fiscal year, or

more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired.

first performs a qualitative test to determine if goodwill is impaired at a reporting unit.

In performing this test, the Company

evaluates macroeconomic factors, industry and market considerations, cost factors such as the increase in the cost of materials or

labor or other costs, overall financial performance, changes in key personnel or customers or strategy, and other entity-specific

events or trends that could indicate impairment, among other items.

If the results of this test indicate that it is more likely than

not that the fair value of the reporting unit is below its carrying value, a quantitative test is then performed to determine the

amount of the impairment.

When impaired, the carrying value of goodwill is written down to fair value.

The Company recorded a

goodwill impairment loss of $ 0.4 million during fiscal 2024 relating to its beauty products segment and there was no impairment

recorded during fiscal 2023 .

Intangible assets including those

with indefinite lives are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances

indicate that the carrying value may not be recoverable.

When it is determined that an intangible asset is impaired, the Company

recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

The Company recorded an

impairment loss of $ 1.0 million

during fiscal 2024 relating to intangible assets in its beauty products segment and there was no

impairment recorded during fiscal 2025 .

represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination transaction.

Goodwill is tested for impairment on an annual basis during the fourth quarter of the Company’s fiscal year, or more frequently

if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired.

The Company first performs a qualitative

test to determine if goodwill is impaired at a reporting unit.

In performing this test, the Company evaluates macroeconomic factors,

industry and market considerations, cost factors such as the increase in the cost of materials or labor or other costs, overall financial

performance, changes in key personnel or customers or strategy, and other entity-specific events or trends that could indicate impairment,

among other items.

If the results of this test indicate that it is more likely than not that the fair value of the reporting unit is

below its carrying value, a quantitative test is then performed to determine the amount of the impairment.

When impaired, the carrying

value of goodwill is written down to fair value.

The Company recorded a goodwill impairment loss of $ 0.4 million during fiscal 2024 relating

to its beauty products segment and there was no impairment recorded during fiscal 2024 .

of Long-Lived Assets

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and Fair Value of Financial Instruments

Equity securities included in short-term investments have readily determinable

fair values and are carried at fair value.

Debt securities included in short-term investments are acquired with the intent to sell in

the near term and are carried at fair value.

Any changes in the fair value of trading debt securities and equity securities are reflected

as a component of other income (expense) in the consolidated statement of operations.

securities included in short-term investments have readily determinable fair values and are carried at fair value.

Debt securities included

in short-term investments are acquired with the intent to sell in the near term, are accounted for as trading securities, and are carried at fair value.

Any changes in the fair

value of trading debt securities and equity securities are reflected as a component of other income (expense) in the consolidated statement

of operations.

The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized

gains or (losses) which is included as part of other (expense) income in the Consolidated Statements of Operations.

gains (losses) which is included as part of other income (expense) in the Consolidated Statements of Operations.

The Company values

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GAAP, and expands disclosures about fair value measurement.

ASC 820 establishes a fair value hierarchy that distinguishes between:

market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and

(2) the Company’s own assumptions about market participant assumptions developed based on the best information available under

the circumstances (unobservable inputs).

The three levels defined by the ASC 820 hierarchy are as follows:

ASC 820 establishes

a fair value hierarchy that distinguishes between:

(1) market participant assumptions developed based on market data obtained from sources

independent of the Company (observable inputs) and (2) the Company’s own assumptions about market participant assumptions developed

based on the best information available under the circumstances (unobservable inputs).

The three levels defined by the ASC 820 hierarchy

are as follows:

1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability

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that is significant to the fair value measurement in its entirety.

consists of fees earned through management of investment funds in the United States and in the United Kingdom primarily based on

assets under management (“AUM”), sales of gourmet meat pies and printing of food wrappers in New Zealand, sales of

security alarm system installation and maintenance services in Canada, and sales of hair and skin care products in the United States

and internationally.

consists of fees earned through management of investment funds in the United States and in the United Kingdom primarily based on assets

under management (“AUM”), sales of gourmet meat pies and printing of food wrappers in New Zealand, sales of security alarm

system installation and maintenance services in Canada, and sales of hair and skin care products in the United States and internationally.

Revenue is accounted for net of sales taxes, sales returns, and trade discounts.

The performance obligation is

satisfied when the product has been shipped and title, risk of loss and rewards of ownership have been transferred.

For most of the

Company’s product sales or services, the revenue recognition criteria described below are met at the time the product is

shipped, the subscription period commences, or the management services are provided.

For our Brigadier subsidiary in Canada, the

Company operates under contract with an alarm monitoring company that pays a percentage of its recurring monitoring fee to Brigadier

in exchange for continued customer service and support functions with respect to each customer maintained under contract by the

monitoring company.

The Company has no costs of contracts which require capitalization.

The Company’s only contract assets are

accounts receivable.

The Company has no contract liabilities other than deposits received periodically which are insignificant to

the consolidated financial statements.

The Company generates revenue, in part, through contractual monthly recurring

fees received for providing ongoing customer support services to monitoring company clientele.

The five-step process governing contract revenue reporting includes:

The performance obligation is satisfied when the product

has been shipped and title, risk of loss and rewards of ownership have been transferred.

For most of the Company’s product sales

or services, the revenue recognition criteria described below are met at the time the product is shipped, the subscription period commences,

or the management services are provided.

For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring

company that pays a percentage of its recurring monitoring fee to Brigadier in exchange for continued customer service and support functions

with respect to each customer maintained under contract by the monitoring company.

The Company has no costs of contracts which require

capitalization.

The Company’s only contract assets are accounts receivable.

The Company has no contract liabilities other than

deposits received periodically which are insignificant to the consolidated financial statements.

The Company generates revenue, in part,

through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele.

five-step process governing contract revenue reporting includes:

Identifying the contract(s) with customers

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Recognizing revenue when or as the performance obligation is satisfied

For Brigadier, t ransactions

involve security systems that are sold outright to the customer where the Company’s performance obligations include customer

support services and the sale and installation of the security systems.

For such arrangements, the Company allocates a portion of

the transaction price to each performance obligation based on a relative stand-alone selling price.

Revenue associated with the sale

and installation of security systems is recognized once installation is complete and is reflected as security system revenue in the

Consolidated Statements of Operations.

Revenue associated with customer support services is recognized as those services are

provided, and is included as a component of security system revenue in the Consolidated Statements of Operations.

None of the other

subsidiaries of the Company generates revenue from long-term contracts.

Brigadier, transactions involve security systems that are sold outright to the customer where the Company’s performance obligations

include customer support services and the sale and installation of the security systems.

For such arrangements, the Company allocates

a portion of the transaction price to each performance obligation based on a relative stand-alone selling price.

Revenue associated with

the sale and installation of security systems is recognized once installation is complete and is reflected as security system revenue

in the Consolidated Statements of Operations.

Revenue associated with customer support services is recognized as those services are provided,

and is included as a component of security system revenue in the Consolidated Statements of Operations.

None of the other subsidiaries

of the Company generate revenue from long-term contracts.

taxes are accounted for under the asset and liability method.

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by the chief operating decision maker, which is our Chief Executive Officer, in deciding how to allocate resources and in assessing performances.

Stock-Based Compensation

use the fair value method of accounting for our stock options and restricted stock awards (“RSAs”) granted to employees and

directors to measure the cost of employee and director services received in exchange for the stock-based awards.

The fair value of stock

option awards with only service conditions is estimated on the grant date using the Black-Scholes option-pricing model.

The Black-Scholes

option-pricing model requires inputs such as the risk-free interest rate, expected term and expected volatility.

These inputs are subjective

and generally require significant judgment.

The fair value of RSAs is measured on the grant date based on the closing fair market value

of our common stock.

The resulting cost is recognized over the period during which an employee or director is required to provide service

in exchange for the awards, usually the vesting period, which is generally from one to four years for stock options and RSAs.

compensation expense is recognized on a straight-line basis, net of actual forfeitures in the period.

allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired

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Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Improvements

to Reportable Segment Disclosures (Topic 280).

The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily

through enhanced disclosures about significant segment expenses.

The standard will be effective for us beginning with our annual reporting

for fiscal year 2025 and interim periods thereafter, with early adoption permitted.

We are currently evaluating the impact of this standard

on our segment disclosures.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The guidance expands the disclosures required for

reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about

significant segment expenses.

The standard became effective for us beginning with our annual reporting for fiscal year 2025 and

interim periods thereafter.

The adoption of the new standard did not have a material impact on our segment reporting disclosures.

December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The guidance requires disclosure of disaggregated income

taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income

tax-related disclosures.

The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption

The guidance requires disclosure

of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and

modifies other income tax-related disclosures.

The standard will be effective for us beginning with our annual reporting for fiscal year

2026, with early adoption permitted.

We are currently evaluating the impact of this standard on our income tax disclosures.

Company adopted the accounting standard ASU 2016-13, Financial Instruments – Credit Losses on Financial Instruments at the beginning of its fiscal 2024.

The guidance replaced the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured

at amortized cost to be presented at the net amount expected to be collected.

The adoption of the new standard did not have a material

impact on the recognition of losses on its receivables.

NET INCOME (LOSS) PER SHARE

net (loss) income per share is based upon the weighted average number of common shares outstanding.

This calculation includes the

weighted average number of Series B Convertible Preferred shares outstanding also as they are deemed to be substantially similar to

the common shares and shareholders are entitled to the same liquidation and dividend rights.

Diluted net (loss) income per share is

based on the assumption that all dilutive convertible shares and stock options were converted or exercised.

Dilution is computed by

applying the treasury stock method.

Under this method, options and warrants are assumed to be exercised at the beginning of the

period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average

market price during the period.

For the years ended June 30, 2024 and 2023, the Company excluded 135,567

common stock equivalents, respectively, from the diluted net (loss) income per share calculation as their effect would be anti-dilutive.

Since the Company generated a net loss in fiscal 2024, basic and diluted net (loss) income per share were the same.

components of basic and diluted net (loss) income per share were as follows (in thousands, except per share data):

SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED

(Loss) Income

net (loss) income per share:

(loss) income available to common shareholders

(loss) income available to preferred shareholders

net (loss) income per share

net (loss) income per share:

(loss) income available to common shareholders, basic

of dilutive securities

(loss) income available to common shareholders, diluted

(loss) income available to preferred shareholders

net (loss) income per share

NET LOSS PER SHARE

net loss per share is based upon the weighted average number of common shares outstanding.

This calculation includes the weighted average

number of Series B Convertible Preferred shares outstanding also as they are deemed to be substantially similar to the common shares

and shareholders are entitled to the same liquidation and dividend rights.

Diluted net loss per share is based on the assumption that

all dilutive convertible shares and stock options were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later),

and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

For the year ended

June 30, 2025, the Company excluded 343,667 shares related to outstanding stock options, 193,857 shares related to outstanding restricted stock awards

and 82,500 shares related to outstanding warrants, and for the year ended June 30, 2024, the Company excluded 540,881 shares related to

outstanding stock options, 681,315 shares related to outstanding restricted stock awards and 82,500 shares related to outstanding warrants,

respectively, from the diluted net loss per share calculation as their effect would be anti-dilutive.

Since the Company generated a net

loss in both fiscal 2025 and 2024, basic and diluted net loss per share were the same.

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

SCHEDULE OF COMPONENTS OF BASIC AND DILUTED EARNINGS PER SHARE

June 30, 2025

June 30, 2024

Basic and diluted net loss per share:

Net loss available to common shareholders

Net loss available to preferred shareholders

Basic and diluted net loss per share

CERTAIN BALANCE SHEET DETAILS

The components of certain balance sheet line items

are as follows (in thousands).

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

SCHEDULE OF COMPONENTS OF CERTAIN BALANCE SHEET

Restricted cash

Deposit for deferred purchase price payment for Tiger

Deposit restricted relating to account for Fintech app

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Total other current assets

in the other current assets balance as of June 30, 2024 was a deposit of $ 1.8 million made in connection with the potential acquisition

of a 9.9 % equity interest in a domestic financial institution that is currently seeking certain regulatory approval.

If the regulatory

approval is obtained, the deposit will convert to an equity interest in the financial institution and if the regulatory approval is not

obtained the deposit will be refunded to the Company.

in the other current assets balance as of June 30, 2024 was a deposit of $ 1.8 million

made in connection with the potential acquisition of a less than 10 %

equity interest in a US domestic financial institution that was seeking certain regulatory approval.

This was accounted for as a

deposit in other current assets until regulatory approval was obtained in September 2024.

Following approval, and the deposit was

converted into an equity interest in the financial institution and has since been presented in other assets, non-current in the

consolidated balance sheet as shown in the table “Other assets, non-current” below.

SCHEDULE OF INVENTORY

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Total property and equipment, net

the years ended June 30, 2024 and 2023, depreciation expense for property and equipment totaled $ 0.1 million and $ 0.2

million, respectively.

the years ended June 30, 2025 and 2024, depreciation expense for property and equipment totaled $ 0.2 million and $ 0.1 million, respectively.

SCHEDULE OF OTHER ASSETS NON-CURRENT

Other assets, non-current

Equity investment in a financial institution

Equity investment in a registered investment advisor

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Total other assets, non-current

$ 0.5 million investment represents a 10% equity interest in a registered investment advisor accounted for on a cost basis which we believe

approximates fair value.

The $ 1.8 million investment represents an equity interest of less than 10 % in a domestic financial institution and the $ 0.5 million investment

represents a 10 % equity interest in a registered investment advisor.

These equity interests do not have readily determinable fair values

and are measured at cost minus impairment.

There have been no impairments, downwards adjustments, nor upward adjustments during the periods

presented nor cumulatively.

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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USCF or USCF Advisers.

USCF Investments classifies these investments as current assets as these investments are generally sold within

one year of the balance sheet date.

Investments in which no controlling financial interest or significant influence exists are recorded

at fair value with the change included in earnings on the Consolidated Statements of Operations.

As of June 30, 2024 and 2023, the Company

invested a total of $ 7.5

million and $ 5.8

million, respectively, of funds managed by USCF

Advisers which are related parties and are included in other equities in the below table.

The Company elected the fair value option

related to this investment as the shares were purchased and will be sold on the market and this accounting treatment is deemed to be

most informative.

In addition to the holdings in these funds, the Company also invests in marketable securities.

The Company recognized

unrealized gains (losses) of $ 0.1

USCF Investments classifies these investments as current assets as these investments are generally sold

within one year of the balance sheet date.

Investments in which no controlling financial interest or significant influence exists

are recorded at fair value with the change included in earnings on the Consolidated Statements of Operations.

As of June 30, 2025

and 2024, the Company has investments totaling $ 3.6

million and $ 7.5

million) for the years ended June 30, 2024 and

2023, respectively.

million, respectively, of funds managed by USCF Advisers which are related parties and are included in other equities in the below

The Company elected the fair value option related to this investment as the shares were purchased and will be sold on the

market and this accounting treatment is deemed to be most informative.

In addition to the holdings in these funds, the Company also

invests in marketable securities.

The Company recognized unrealized losses of $ 0.8

million and unrealized gains of $ 0.1

million for the years ended June 30, 2025 and 2024, respectively.

of the Company’s short-term investments are classified as Level 1 assets as of June 30, 2025 and 2024.

Investments measured

at estimated fair value consist of the following as of June 30, 2024 and 2023 (in thousands):

Investments measured at

estimated fair value consist of the following as of June 30, 2025 and 2024 (in thousands):

SCHEDULE OF AVAILABLE-FOR-SALE SECURITIES RECONCILIATION

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Other short-term investments

Short-term treasury bills

Other equities - related parties

2 unchanged sentences

BUSINESS COMBINATIONS

January 31, 2024, Marygold UK entered into a Share Purchase Agreement (“SPA”) to acquire all the issued and outstanding

shares of Step-By-Step Financial Planners Limited (“Step-By-Step”), subject to certain closing conditions and regulatory

The transaction closed on April 30, 2024 with an agreed purchase price of $ 1.2 million, subject to adjustment as provided

for in the SPA.

Marygold UK paid $ 0.7 million upon the closing and the remaining $ 0.5 million owed will be

payable in two subsequent payments as provided in the SPA.

Step-By-Step is an asset manager and investment advisor based in

Staffordshire, England with approximately $ 37 million in assets under management as of June 30, 2024.

Step-By-Step will be operated as a subsidiary of

In addition to growing the business through increasing assets under management, Marygold UK intends to project the

fintech mobile app services offered in the U.S.

January 31, 2024, Marygold UK entered into a Share Purchase Agreement (“SPA”) to acquire all the issued and outstanding shares

of Step-By-Step Financial Planners Limited (“Step-By-Step”), subject to certain closing conditions and regulatory approval.

The transaction closed on April 30, 2024 with an agreed purchase price of $ 1.2 million, subject to adjustment as provided for in the

Marygold UK paid $ 0.7 million upon the closing, $ 0.3 million during fiscal year 2025 and the remaining $ 0.2 million will be paid

in the quarter ended December 31, 2025 as provided in the SPA.

In connection with the acquisition, the Company recorded goodwill of $ 0.6

Step-By-Step is an asset manager and investment advisor based in Staffordshire, England with assets under management of $ 42.4

million and $ 36.6 million as of June 30, 2025 and 2024, respectively.

Step-By-Step will be operated as a subsidiary of Marygold UK.

addition to growing the business through increasing assets under management, Marygold UK has expanded the fintech mobile app services

developed in the U.S.

into the U.K.

through the established contacts and certifications held by

Step-By-Step.

assets and liabilities to which the Company has preliminarily allocated the purchase price was as follows (in thousands):

SCHEDULE OF ASSETS AND LIABILITIES OF COMPANY HAS PRELIMINARILY ALLOCATED THE PURCHASE PRICE

Accounts receivable and other assets

Acquired intangible assets – brand name

Acquired intangible assets – customer relations

Acquired intangible assets

Accounts payable and accrued expenses

Deferred tax liability

Total purchase price

the date of acquisition through June 30, 2024, Step-By-Step revenue of $ 57,000 and operating loss of a de minimis amount was included

in the Company’s consolidated statement of operations.

following are the supplemental consolidated financial results of the Company on unaudited pro forma basis as if the acquisition of Step-By-Step

had occurred on July 1, 2022 , giving effect on a pro forma basis to purchase accounting adjustments such as amortization of intangible

assets and acquisition related costs.

The pro forma data is for informational purposes only and may not necessarily reflect the actual

results of operations had Step-By-Step been operated as part of the Company since July 1, 2022 .

Furthermore, the pro forma results

do not intend to predict the future results of operations of the Company.

SCHEDULE OF PRO FORMA INFORMATION

(in thousands)

Year Ended June 30,

(in thousands)

Operating (loss)

UK acquired Tiger Financial and Asset Management Limited (“Tiger”), an asset manager and investment advisor, in 2022 with

an agreed purchase price of $ 2.9 million, subject to adjustment as provided for in the Stock Purchase Agreement (“SPA”).

In accordance with the SPA, there was a downward adjustment of the purchase price of less than $ 0.1 million as a result of existing clientele

closing their accounts prior to December 31, 2023.

The remaining purchase price payment of $ 0.6 million was made in January 2024.

through the established contacts and certifications held by Step-By-Step.

IMPAIRMENT LOSS

the fourth quarter of fiscal 2024, the Company recorded an impairment loss of $ 1.4

million related to the goodwill and other intangible assets in its beauty products business unit.

The business unit has been

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

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.

The Company determined the fair value of the reporting unit using

multiple methods including discounted cash flows and pricing of comparable companies.

fiscal 2024, the Company recorded an impairment loss of $ 1.4 million related to the goodwill and other intangible assets in its beauty

products business unit.

The business unit has 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.

The Company determined the fair value of the reporting

unit using multiple methods including discounted cash flows and pricing of comparable companies.

in the carrying amount of goodwill were as follows (in thousands):

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Financial services - Marygold & Co.

(1) Refer to Note 6,

Business Combinations, regarding increase in goodwill during the years ended June 30, 2024.

to Note 6, Business Combinations, regarding increase in goodwill during the years ended June 30, 2024.

Company tests for goodwill impairment at each reporting unit annually on June 30.

Refer to Note 7, Impairment Loss, regarding the

goodwill impairment recorded during 2024.

Refer to Note 7, Impairment Loss, regarding the goodwill

impairment recorded during 2024.

INTANGIBLE ASSETS

The Company’s intangible assets consisted of the following.

SCHEDULE OF INTANGIBLE ASSETS

Assets (Gross)

Intangible Asset (Net)

June 30, 2025

Intangible Assets

Weighted Average Remaining Life (in years)

Intangible Assets (Gross)

Accumulated Amortization

Intangible Asset (Net)

(dollars in thousands)

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Internally developed software

Assets (Gross)

Intangible Assets

Intangible Assets (Gross)

Accumulated Amortization

Intangible Asset (Net)

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Internally developed software

amortization expense for intangible assets was $ 0.4 million for both the years ended June 30, 2024 and 2023.

Refer to Note 7,

Impairment Loss, regarding the intangible asset impairment recorded during fiscal 2024.

amortization expense for intangible assets was $ 0.3 million and $ 0.4 million for the years ended June 30, 2025 and 2024, respectively.

Note 7, Impairment Loss, regarding the intangible asset impairment recorded during fiscal 2025.

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

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The Company’s fund management revenue, totaling

$ 19.0 million and $ 20.9 million for the years ended June 30, 2024 and 2023, respectively, were earned from these related

Accounts receivable, totaling $ 1.5 million and $ 1.7 million as of June 30, 2024 and 2023, respectively, were owed from the

Funds that are related parties.

USCF Investments, from time to time, provides initial investments in the creation of ETP and

ETF funds that USCF manages.

As of June 30, 2024 and 2023, the Company invested a total of $ 7.5 million and $ 5.8 million,

respectively, of funds managed by USCF Advisers.

The Company owns approximately 45 % and 68 % of the outstanding shares of these

investments as of June 30, 2024 and 2023, respectively.

USCF Advisors is contractually obligated to

pay license fees up to $ 0.8

million to an affiliated entity related to intellectual property rights for two of the funds during fiscal 2025 and 2026.

of license fee accrued as an expense during fiscal 2024 was $ 0.4

of June 30, 2024, Brigadier had an outstanding principal balance of $ 0.3 million due to Bank of Montreal related to the purchase

of its Saskatoon office land and building.

million and $ 19.0

million for the years ended June 30, 2025 and 2024, respectively, were earned from these related parties.

Accounts receivable,

totaling $ 1.3

million and $ 1.5

million as of June 30, 2025 and 2024, respectively, were owed from the Funds that are related parties.

USCF Investments, from time

to time, provides initial investments in the creation of ETP and ETF funds that USCF manages.

As of June 30, 2025 and 2024, the

Company has investments totaling $ 3.6

million and $ 7.5

million, respectively, of funds managed by USCF Advisers.

The Company owns approximately 21 %

of the outstanding shares of these investments as of June 30, 2025 and 2024, respectively.

USCF Advisers was contractually obligated to pay license fees to an affiliated entity for fiscal years 2025 and 2024.

In February 2025, the license fee agreement was amended to reduce all remaining 2025 and future license fees to zero.

As of June 30, 2025,

all obligations had been paid.

Total fees paid were $ 0.3 million and $ 0.1 million for the years ending June 30, 2025 and 2024, respectively.

Brigadier Security Systems - Related Party Transactions

On June 19, 2025, the Company entered

into a stock purchase agreement with SKCAL LLC, an Arizona limited liability company, pursuant to which the Company has

agreed to sell to SKCAL LLC all of the shares of stock it owns in its wholly owned subsidiary, Brigadier Security Systems (2000)

Ltd., a Canadian registered corporation for $ 2.2 million.

Scott Schoenberger, a director and 10.9 %

shareholder of the Company, is the sole member of SKCAL LLC making this transaction between related parties (see Note 16.

Subsequent Events for more details) .

NOTES PAYABLE

September 19, 2024, we entered into a note purchase agreement the (“Purchase Agreement”) with Streeterville Capital, LLC

(“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal

amount of $ 4,380,000

(“Initial Note”) payable on or before 24

months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase

Agreement, up to one additional secured promissory note (“Subsequent Note,” Initial Note and Subsequent Note collectively referred to as

The initial principal amount of the Notes includes an original issue discount of 9 %

and expenses that the Company agreed to pay to the Holder to cover the Holder’s transaction costs.

The original issue discount

of the Initial Note was $ 360,000 .

Interest on the principal amount of the Notes accrues at a rate of 9 %

The Company may pay all or any portion of the amount owed under the Notes earlier than it is due.

All payments made under

the Notes, including any repayments, are subject to an additional payment amount equal to 6% of the portion of the outstanding

balance being repaid.

The Subsequent Note would have a principal amount of $ 2,180,000 ,

which will have terms substantially similar to the terms of the Initial Note.

The original issue discount of the Subsequent Note, if

issued, would be $ 180,000 .

Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest

in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities

Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq.

Also, without the Holder’s

prior written consent, we may not:

issue, incur or guarantee any debt obligations other than trade payables in the ordinary course;

any security that has conversion rights in which the number of shares varies with the market price of our shares;

issue any securities

convertible into our shares with a conversion price that varies with the market price of our shares;

issue any securities that have a

conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events

related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend,

stock split or similar transaction);

issue any securities pursuant to an equity line of credit, standby equity purchase agreement or

similar arrangement.

The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder

the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim

arising under the Purchase Agreement and other transaction documents.

Company’s obligations under the Note are secured by:

(i) a pledge of all the common stock the Company owns in USCF Investments,

and (ii) a security interest in all of the assets of the Company.

Further, the Company’s Chief Executive Officer’s trust,

the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided:

(i) a guaranty of the Company’s obligations

to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.

on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right

to require the Company to redeem up to an aggregate of $ 400,000 with respect to the Initial Note and $ 200,000 with respect to the Subsequent

Note plus any interest accrued thereunder and an additional payment amount equal to 6% of the principal amount.

The Company has the right

to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to Holder.

If the Company exercises its deferral right, the outstanding balance is automatically increased by 0.85% for each instance that the deferral

right is exercised by Company, which cannot be exercised more than once every ninety calendar days.

to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder

will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $ 10,000,000

in the Company on the same terms and conditions as the Notes (structured as two tranches of $ 5,000,000 each).

Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate

commission equal to 7% of the gross cash proceeds received from the sale of the Notes.

of June 30, 2025, the note payable balance outstanding, net of the original issue discount and fees paid, was $ 1.3

million, all of which is due within 12 months from June 30, 2025 assuming no deferral rights are exercised.

The effective interest

rate for this note is 41.3 %.

Interest expense for this note payable during fiscal year 2025 was $ 1.2 million which included $ 0.6 million of amortization

of debt issuance costs.

of June 30, 2024, Brigadier had an outstanding principal balance of $ 0.3 million due related to the purchase of its Saskatoon office

land and building.

The bank loan matured and was paid off in full in July 2024.

Gourmet Foods has a finance lease liability

related to a solar energy system.

Total lease liabilities under the lease for the years ended June 30, 2024 and 2023 were $ 0.1 million and are included under loans-property and equipment on our Consolidated Balance Sheets.

STOCKHOLDERS’ EQUITY

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connection with the Company’s underwritten public offering in fiscal 2022, the Company issued the underwriter’s warrants

to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance.

may be exercised until March 14, 2027.

The exercise price of each warrant is $ 2.40 per share.

to purchase up to an aggregate of 82,500

shares of Common Stock as compensation for their services related to this issuance.

The warrants may be exercised until March 14,

The exercise price of each warrant is $ 2.40

As of June 30, 2025, no warrants were exercised.

Preferred Stock

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Series A stock.

issued Series B Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of

common stock in all matters brought before the shareholders for a vote.

There are 49,360 shares of Series B Convertible Preferred

Stock outstanding as of June 30, 2024 and 2023.

issued Series B Convertible Preferred Stock is convertible into 20

shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote.

During fiscal year 2025, 36,058 shares of Series B Preferred Stock were converted into 721,160 shares of common stock.

There are 13,302

shares of Series B Convertible Preferred Stock outstanding as of June 30, 2025 and 2024, respectively.

2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (“Equity Plan”) which provides for the grant of stock-based

awards, including stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”), to

employees and non-employees.

A total of 5,000,000 shares of common stock are authorized for issuance under the Plan, of which

3,755,529 are available for future grants as of June 30, 2024.

fair value of stock options are estimated on the date of grant using the Black-Scholes option pricing model and recognized

as compensation on a straight-line basis between the date of grant and the date the options become fully vested.

Stock options issued

have a term of ten years.

awards, including stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”), to employees

and non-employees.

A total of 5,000,000 shares of common stock are authorized for issuance under the Plan, of which 3,772,485 are available

for future grants as of June 30, 2025.

fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model and recognized as compensation

on a straight-line basis between the date of grant and the date the options become fully vested.

Stock options issued have a term of

The fair value of the options granted were estimated using the following assumptions:

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Expected dividend yield

The fair value of RSAs is estimated on the grant

date based on the closing quoted market price of the Company’s stock and generally vest over a four-year period following

issuance date, subject to continued service.

The fair value of RSAs is recognized as compensation on a straight-line

basis between the date of grant and the date the RSAs become fully vested.

fair value of RSAs is estimated on the grant date based on the closing quoted market price of the Company’s stock and the RSAs

generally vest over a four-year period following issuance date, subject to continued service.

The fair value of RSAs is recognized

as compensation on a straight-line basis between the date of grant and the date the RSAs become fully vested.

fiscal 2025 and 2024, the following activity occurred under the Company’s Equity Plan.

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Number of Shares

Weighted Average Exercise Price

Weighted Average

Exercise Price

Number of Shares

Weighted Average Grant Date Fair Value

Outstanding at July 1, 2022

Balance at June 30, 2023

Outstanding at June 30, 2024

Outstanding at June 30, 2025

Exercisable at June 30, 2025

total fair value of the stock option grants, calculated using the Black-Scholes option-pricing model using the assumptions noted

above, was determined to be $ 0.3

million and $ 0.4

million for fiscal 2024 and 2023, respectively.

The weighted average remaining contractual term of the stock options outstanding as

of June 30, 2024 was 8.9

The aggregate intrinsic value of stock options outstanding as of June 30, 2024 was $ 0.1 million.

compensation relating to RSAs totaled $ 0.3 million

and less than $ 0.1 million

for the years ended June 30, 2024 and 2023, respectively, and are included in salaries and compensation in the Consolidated

Statements of Operations.

Holders of RSAs generally have the rights and privileges of a stockholder with respect to the shares of

common stock granted to the holder, including the right to vote such shares and the right to receive dividends with respect to such

However, all cash and stock dividends and distributions shall be held back by the Company for the holder’s account

until such time as the related portion of the restricted stock award vests (at which time such dividends or distributions, as

applicable, shall be released and paid).

Stock-based compensation relating

to stock options and RSAs totaled $ 0.4

total fair value of the stock option grants, calculated using the Black-Scholes option-pricing model using the assumptions noted above,

was determined to be $ 0.1 million and $ 0.3 million for fiscal 2025 and 2024, respectively.

The weighted average remaining contractual

term of the stock options outstanding as of June 30, 2025 was 8.3 years.

The aggregate intrinsic value of stock options outstanding as

of June 30, 2025 was zero .

compensation relating to RSAs totaled $ 0.7 million and $ 0.3 million for the years ended June 30, 2025 and 2024, respectively,

and are included in salaries and compensation in the Consolidated Statements of Operations.

Holders of RSAs generally have the rights

and privileges of a stockholder with respect to the shares of common stock granted to the holder, including the right to vote such shares

and the right to receive dividends with respect to such shares.

However, all cash and stock dividends and distributions shall be held

back by the Company for the holder’s account until such time as the related portion of the restricted stock award vests (at which

time such dividends or distributions, as applicable, shall be released and paid).

compensation expense relating to stock options and RSAs totaled $ 0.8

million and $ 0.4

million for the years ending June 30, 2025 and 2024, respectively, and are included in the Consolidated Statements of Operations.

As of June 30, 2024, there was $ 0.5 million of unrecognized

compensation expense related to outstanding stock options that will be recognized over a remaining weighted average period of 2.9 years

and there was $ 0.5 million of unrecognized compensation expense related to outstanding RSAs that will be recognized over a remaining

weighted average period of 2.0 years.

The aggregate expected stock-based compensation expense remaining to be recognized reflects only

awards as of June 30, 2024 and assumes no forfeiture activity.

of June 30, 2025, there was $ 0.2

million of unrecognized compensation expense related to outstanding stock options that will be recognized over a remaining weighted

average period of 2.4

years and there was $ 0.2

million of unrecognized compensation expense related to outstanding RSAs that will be recognized over a remaining weighted average

period of 1.0

The aggregate expected stock-based compensation expense remaining to be recognized reflects only awards as of June 30, 2025

and assumes no forfeiture activity.

were no shares issued for vendor services during the years ending June 30, 2025 and 2024 .

following table summarizes (loss) income before income taxes (in thousands):

following table summarizes loss before income taxes (in thousands):

OF (LOSS) INCOME BEFORE INCOME TAXES

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United States

(Loss) income before income taxes

Loss before income taxes

Tax Provision

The composition of the benefit from (provision

for) income taxes consisted of the following (in thousands):

composition of the benefit from income taxes consisted of the following (in thousands):

OF BENEFIT FROM (PROVISION FOR) INCOME TAXES

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United States

Total benefit from (provision for) income taxes

Total benefit from income taxes

Years Ended June 30,

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Total deferred

Total benefit from (provision for) income taxes

Total benefit from income taxes

effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets for the years ended

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Total net deferred tax assets

Company’s accounting for deferred taxes involves the evaluation of several factors concerning the realizability of the

Company’s net deferred tax assets.

The Company primarily considered such factors as the Company’s history of operating

losses, the nature of the Company’s deferred tax assets and the timing, likelihood and amount, if any, of future taxable

income during the periods in which those temporary differences and carryforwards become deductible.

The Company does not have a

valuation allowance as of June 30, 2024 and 2023 as the Company believes that it is more likely than not that the net deferred tax

assets will be realized .

benefit from (provision for) income taxes for the years ended June 30, 2024 and 2023 differed from the

amounts computed by applying the statutory federal income tax rate of 21.0 % to

pretax (loss) income as a result of the following (in thousands):

Company’s accounting for deferred taxes involves the evaluation of several factors concerning the realizability of the Company’s

net deferred tax assets.

The Company primarily considered such factors as the Company’s history of operating losses, the nature

of the Company’s deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods

in which those temporary differences and carryforwards become deductible.

The Company does not have a valuation allowance as of June

30, 2025 and 2024 as the Company believes that it is more likely than not that the net deferred tax assets will be realized .

benefit from income taxes for the years ended June 30, 2025 and 2024 differed from the amounts computed by applying the statutory federal

income tax rate of 21.0 % to pretax loss as a result of the following (in thousands):

OF INCOME TAX BENEFIT EXPENSE

Years Ended June 30,

Federal tax benefit (expense) at statutory rate

Federal tax benefit at statutory rate

State income taxes

Permanent differences

Foreign tax credit

Foreign rate differential

Total tax benefit (expense)

Ended June 30,

tax benefit (expense) at statutory rate

rate differential

tax benefit (expense)

Total tax benefit

Years Ended June 30,

Federal tax benefit at statutory rate

State income taxes

Permanent differences

Foreign rate differential

Total tax benefit

positions are evaluated in a two-step process.

5 unchanged sentences

greater than 50% likely of being realized upon ultimate settlement.

The change in the balance of gross unrecognized tax benefits, which

includes interest and penalties, during the year ended June 30, 2024 was as follows (in thousands):

OF UNRECOGNIZED TAX BENEFITS

Balance at June 30, 2023

Reductions based on tax positions taken during a prior period

Balance at June 30, 2024

During the year ended June 30, 2024, the Company reduced the balance

of gross unrecognized tax benefits, which included interest and penalties, by $ 0.3 million to zero and the balance remained zero during

the year ended June 30, 2025.

of June 30, 2025 and 2024, the Company has federal net operating loss carryforwards of $ 9.4

million and $ 3.3

respectively, and state net operating loss carryforwards of $ 6.9

respectively.

These state operating loss carryforwards begin to expire in 2045.

The federal net operating loss carryforward will carryforward

indefinitely, but is subject to the 80% taxable income limitation.

Company files income tax returns in the United States, and various state and foreign jurisdictions.

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tax returns are subject to tax examinations for the tax years 2020 through 2024 as of year ended June 30, 2025 .

extent the Company has tax attribute carry forwards, the tax years in which the attribute was generated may still be adjusted upon examination

To the extent

the Company has tax attribute carry forwards, the tax years in which the attribute was generated may still be adjusted upon examination

Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period.

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Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

As of June 30, 2023, the Company

accrued and recognized as a liability $ 0.1

million of interest and

related penalties to uncertain tax positions.

As of June 30, 2025 and 2024, the

Company accrued and recognized as a liability zero and $ 0.1 million, respectively, of interest and related penalties to uncertain tax

Congress enacted the One Big Beautiful Bill Act

(“OBBBA”), which was signed into law on July 4, 2025.

This law changes or makes permanent certain tax laws for corporations,

including provisions relating to domestic research and development costs, bonus depreciation and foreign derived intangible income.

is currently evaluating the potential impact of these provisions on deferred taxes and future tax obligations.

COMMITMENTS AND CONTINGENCIES

Company leases various facilities and offices in the US, UK, Canada and New Zealand with varying lease terms.

the years ended June 30, 2024 and 2023, the combined operating lease costs of the Company totaled $ 0.9

million and $ 0.8

million, respectively, and are recorded in general and administrative expense in the Consolidated Statements of Operations.

each of the years ended June 30, 2025 and 2024, the combined operating lease costs of the Company totaled $ 0.9 million and are recorded

in general and administrative expense in the Consolidated Statements of Operations.

minimum consolidated lease payments for the Company are as follows (in thousands):

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Total lease liabilities

weighted average remaining lease term for the Company’s operating leases was 1.3 years as of June 30, 2024 and

a weighted-average discount rate of 5.3 % was used to determine the total operating lease liabilities.

The remaining lease

term for the Company’s finance lease was 7.4 years as of June 30, 2024 with an annual interest rate of 7.0 %.

weighted average remaining lease term for the Company’s operating leases was 2.0 years as of June 30, 2025 and a weighted-average

discount rate of 5.8 % was used to determine the total operating lease liabilities.

The remaining lease term for the Company’s finance

lease was 6.3 years as of June 30, 2025 with an annual interest rate of 7.0 %.

Agreements and Commitments

Marygold builds out its Fintech app, it enters into agreements with various service providers.

As of June 30, 2024, Marygold has future

payment commitments with its primary service vendors totaling $ 1.1 million including $ 1.0 million due in fiscal

2025 and $ 0.1 million due in fiscal 2026.

time to time, the Company may be involved in legal proceedings arising primarily from the ordinary course of their respective

Marygold US built out its Fintech app, it entered into agreements with various service providers, some of which required long-term

As of June 30, 2025, Marygold US has future payment commitments with some former primary service vendors totaling $ 0.7

million including $ 0.2

million due in fiscal 2026.

It is uncertain what amount of this contractual commitment may be reduced by the vendors as services are no longer

time to time, the Company may be involved in legal proceedings arising primarily from the ordinary course of their respective businesses.

Except as described below, there are no pending legal proceedings against the Company.

The Company’s policy is to

expense legal costs relating to litigation as the costs are incurred.

The Company’s policy is to expense legal

costs relating to litigation as the costs are incurred.

USCF is an indirect wholly owned subsidiary of the Company.

USCF LLC, as the general partner of the United States Oil Fund, LP (“USO”) and the general partner and sponsor of the

related public funds may, from time to time, be involved in litigation arising out of its operations in the ordinary course of

Except as described herein, USO and USCF are not currently party to any material legal proceedings.

USCF LLC, as the

general partner of the United States Oil Fund, LP (“USO”) and the general partner and sponsor of the related public funds

may, from time to time, be involved in litigation arising out of its operations in the ordinary course of business.

Except as described

herein, USO and USCF are not currently party to any material legal proceedings.

United States Oil Fund, LP Securities Litigation

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Love, and Stuart P.

Crumbaugh were named as defendants in a putative class action filed by

purported shareholder Robert Lucas (the “Lucas Class Action”).

The Court thereafter consolidated the Lucas Class Action

with two related putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff.

The consolidated

class action is pending in the U.S.

Crumbaugh were named as defendants in a putative class action filed by purported

shareholder Robert Lucas (the “Lucas Class Action”).

The Court thereafter consolidated the Lucas Class Action with two related

putative class actions filed on July 31, 2020 and August 13, 2020, and appointed a lead plaintiff.

The consolidated class action is pending

District Court for the Southern District of New York under the caption In re:

United States Oil

Fund, LP Securities Litigation, Civil Action No.

United States Oil Fund, LP Securities Litigation,

Civil Action No.

1:20-cv-04740.

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accrual has been recorded with respect to the above legal matters as of June 30, 2025 and 2024.

We are currently unable to

predict the timing or outcome of, or reasonably estimate the possible losses or range of, possible losses resulting from these matters.

It is reasonably possible that this estimate will change in the near term.

An adverse outcome regarding these matters could materially

adversely affect the Company’s financial condition, results of operations and cash flows.

We are currently unable to predict the

timing or outcome of, or reasonably estimate the possible losses or range of, possible losses resulting from these matters.

It is reasonably

possible that this estimate will change in the near term.

An adverse outcome regarding these matters could materially adversely affect

the Company’s financial condition, results of operations and cash flows.

Company has a 401(k) Profit Sharing Plan (“401K Plan”) covering U.S.

employees who are over 21 years of age and who

have completed a minimum of 1,000 hours of service and have worked for the Company for at least three months.

employees who are over 21 years of age and who have

completed a minimum of 1,000 hours of service and have worked for the Company for at least three months.

Participants may contribute

a portion of their salary into the 401K Plan subject to certain limitations.

In addition, the Company makes a safe harbor matching

contribution.

Company paid matching contributions of $ 0.2 million for each of the years ended June 30, 2024 and 2023 ,

respectively.

In addition, the Company makes a safe harbor matching contribution.

Company paid matching contributions of $ 0.3 million and $ 0.2 million for the years ended June 30, 2025 and 2024 , respectively.

SEGMENT REPORTING

its operation of the business, our chief operating decision maker who is our Chief Executive Officer reviews revenues and profits in

assessing segment performance and deciding how to allocate resources.

During the periods presented, the Company reported its financial

performance based on the following segments.

its operation of the business, our chief operating decision maker (“CODM”), who is our Chief Executive Officer, reviews

revenues and profits in assessing segment performance and deciding how to allocate resources.

Our CODM does not evaluate operating

expenses by segment.

During the periods presented, the Company reported its financial performance based on the following

Investments, Inc.

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and Printstock Products Limited

and distributes meat pies on a commercial scale in and prints specialty wrappers for the food industry in New Zealand and

and distributes meat pies on a commercial scale in and prints specialty wrappers for the food industry in New Zealand and Australia.

Security Systems (2000) Ltd.

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Marygold & Co.

(UK) Limited, Tiger Financial and Asset Management Ltd.

(UK) Limited, Marygold & Co.

and Step-By-Step Financial Planners Limited

States and United Kingdom

developed a Fintech app that was launched in June 2023 and Marygold UK through its subsidiaries is an asset manager and

registered investment advisor in the UK.

Corporate Headquarters

The Marygold Companies, Inc.

United States

Holding company responsible

for organizational accountability, capital raising and allocation, corporate governance, regulatory compliance, etc.

developed a Fintech app that was launched in June 2023 in the US and in March 2025 in the UK;

and Marygold UK through its

subsidiaries is an asset manager and registered investment advisor in the UK.

Marygold Companies, Inc.

company responsible for organizational accountability, capital raising and allocation, corporate governance, regulatory compliance,

following table presents a summary of operating information (in thousands):

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Year Ended June 30,

Operating (loss) income:

Operating income (loss):

Fund management - related party

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Corporate headquarters

Total operating (loss) income

(1) Financial services include Marygold and Marygold UK.

The amount of operating

loss reclassified from “Corporate headquarters” to “Financial services” was $ 3.4 million for the year ended June

30, 2023 relative to the presentation in the prior year.

Total operating loss

following table presents a summary of identifiable assets by geographical location (in thousands):

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SUBSEQUENT EVENTS

Company evaluated subsequent events for recognition and disclosure through the date the consolidated financial statements were

issued or filed.

As described in Note 11.

Loans, the Company repaid in full the Brigadier mortgage loan of $ 0.3 million

in July 2024.

Other than that item, nothing has occurred outside normal operations since June 30, 2024 that required recognition or

disclosure in these financial statements.

June 19, 2025, TMC entered into a stock purchase agreement (“Agreement”) with

SKCAL LLC, an Arizona limited liability company (“SKCAL”) , pursuant to which The Marygold Companies has agreed to sell to SKCAL

all of the shares stock that it owns in its wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation

(“Brigadier”) .

Scott Schoenberger, a director and a 10.9 % shareholder of The Marygold Companies, is the sole member of SKCAL.

(“Closing”) of the sale of the Shares took place on July 1, 2025, (“ Closing Date ”) .

to the Agreement, the purchase price for the Shares to be acquired by SKCAL at Closing will be $ 2.2

million subject to certain adjustments thereto.

An initial payment of $ 0.2

million was paid within a few days of the execution and delivery of the Agreement by the parties.

An additional $ 1.0

million was paid on or about the Closing Date, of which $ 0.5

million was received as of June 30, 2025.

A final payment of $ 1.0 million

was payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing

Date schedule of Brigadier’s current assets and liabilities as of June 30, 2025, ( “ Target Balance

Sheet ” ) and the schedule of Brigadier’s audited current assets and liabilities as of June 30, 2025,

(“ Final Balance Sheet ”) including adjustments in the event accounts receivable become uncollectable, cash

balances increase or decrease, and/or any liabilities arise prior to Closing but which were not set forth on such Target Balance

After a comparison of the Final Balance Sheet and the Target Balance Sheet, it was determined and agreed that an upwards

adjustment of $ 0.1

million be added to the purchase price resulting in the final payment amount being $ 1.1

17, 2025, the independent members of the board of directors of the Company completed their review of an independent valuation of the

fair market value of Brigadier and based upon such valuation and their review of the terms of the proposed transaction, approved the

The audit committee of the Company continued to have oversight of the transaction through the Closing Date of July 1,

2025, and the final payment adjustment procedures concluding on September 1, 2025.

While the Chief Operating Decision Maker

evaluated the security systems segment for operational purposes through June 30, 2025, this was not considered a significant

operation to the Company during the years ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, Brigadier had total assets of $ 1.7 million and total liabilities of $ 0.3 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data