What changed in this filing

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Item 1A. Risk Factors

2026-09-18 compared with 2025-09-19 · 313 added, 334 removed, 419 unchanged (61% of the section changed)

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 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.

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.

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

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

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See “Note 15.

Commitments and Contingencies

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

Commitments and Contingencies” 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

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Legal Proceedings” of this Form 10-K and

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

Commitments and Contingencies” 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

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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

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 actions.

Related to our Business, Operations and Structure

have incurred net losses during fiscal 2026 and 2025.

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.

have incurred a net loss of $4.4 million and $5.8 million in fiscal 2026 and 2025, respectively.

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%.

$12.3 million as of June 30, 2026, compared to working capital of $11.6 million as of June 30, 2025, an increase of 6%.

Since 2019 and

through June 30, 2026, we have invested $19.5 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.

limited acceptance, we paused further development of the Fintech app in the U.S.

effective March 31, 2025 and in the U.K.

effective June

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, 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

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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

creditors and stockholders.

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.

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 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 otherwise.

The ability of our subsidiaries to distribute cash to us is and will remain subject to, among

other things, restrictions contained in each subsidiary’s financing agreements, the availability of sufficient funds and

applicable laws and regulatory restrictions.

of creditors of our subsidiaries generally will have priority with respect to the assets of those subsidiaries over our claims and

the claims of our creditors and stockholders.

To the extent our cash flow is dependent on our subsidiaries’ ability to make

distributions to us, this dependence could materially limit our ability to grow, pursue business opportunities or make acquisitions

that could be benefit our businesses.

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, 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.

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.

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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overall financial condition that is important to our success and future growth.

Errors or failures in the execution,

processing or oversight of investment transactions in our ETP business could adversely affect our overall business, financial condition

and results of operations on a consolidated basis.

Our ETP business depends on our personnel,

systems, processes and controls to execute, process, monitor and report investment transactions accurately and on a timely basis.

time to time, errors may occur, and have occurred, in connection with these activities.

Such errors may include failures to execute transactions,

delays in executing transactions, transactions executed on incorrect terms or in incorrect amounts or securities, allocation or settlement

errors, and failures to timely identify, classify, escalate or remediate trading errors.

Trading and other operational errors may result

from human error, inadequate or ineffective processes or controls, failures in supervision or communication, technology or systems failures,

inaccurate or incomplete information, or failures by third-party service providers.

In certain circumstances, an error may not be identified

promptly or may initially be characterized as ordinary trading or market activity, such as execution slippage, which could delay escalation,

investigation or remediation.

We, through our ETP business, may be required

to reimburse a fund, client or other party for losses resulting from a trading or operational error, and the amount of any such loss

may be affected by market movements occurring before an error is identified and corrected.

Such errors also could adversely affect investment

performance or tracking results, cause us to incur additional operational or remediation costs, result in inaccurate books, records or

reports, or give rise to disputes, regulatory inquiries or examinations, enforcement actions, litigation or other liabilities.

We maintain, and continue to develop and enhance,

policies, procedures and controls designed to prevent, identify, escalate and remediate trading and operational errors;

however, these

measures may not prevent or timely detect all errors.

Any significant error, a series of errors, or a material failure in our related

controls or supervisory processes could harm our clients or funds, damage our reputation and adversely affect our business, financial

condition and results of operations.

wide bid/ask spreads and market disruptions that halt or disrupt trading or create extreme volatility could undermine investor confidence

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 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.

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 disrupted.

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

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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.

If the assets under management in these funds were to decline, either because of declining

market values or net outflows from these funds, our revenues would be adversely affected.

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.

If the assets under management in these funds were to decline, either because of declining market values

or net outflows from these funds, our revenues would be adversely affected.

rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs.

Foods obtains most food related products and services from third party suppliers.

Gourmet Foods typically does not have long-term contracts

with suppliers.

Although Gourmet Foods’ purchasing volume can provide leverage when dealing with suppliers, suppliers may not provide

the foodservice products and supplies Gourmet Foods needs in the quantities and at the time and prices requested.

Gourmet Foods does

not control the actual production of most of the products it sells.

This means Gourmet Foods is also subject to delays caused by interruption

in production and increases in product costs based on conditions outside its control.

These conditions include work slowdowns, work interruptions,

strikes or other job actions by employees of suppliers;

Gourmet Foods typically does not have long-term

contracts with suppliers.

Although Gourmet Foods’ purchasing volume can provide leverage when dealing with suppliers,

suppliers may not provide the foodservice products and supplies Gourmet Foods needs in the quantities and at the time and prices

Gourmet Foods does not control the actual production of most of the products it sells.

This means Gourmet Foods is also

subject to delays caused by interruption in production and increases in product costs based on conditions outside its control.

conditions include work slowdowns, work interruptions, strikes or other job actions by employees of suppliers;

severe weather;

crop conditions;

product recalls;

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competitive demands;

and natural disasters, terrorist attacks or other catastrophic

events (including, but not limited to, the outbreak of food-borne illnesses in the United States).

Gourmet Foods’ inability to

obtain adequate supplies of foodservice and related products because of any of these or other factors could mean that Gourmet Foods could

not fulfill its obligations to its customers and, as a result, customers may turn to other distributors.

and natural disasters, terrorist attacks or other catastrophic events (including, but not limited to, the outbreak of food-borne

illnesses in the United States).

Gourmet Foods’ inability to obtain adequate supplies of food service and related products

because of any of these or other factors could mean that Gourmet Foods could not fulfill its obligations to its customers and, as a

result, customers may turn to other distributors.

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

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.

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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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.

fiscal year 2026, we recorded an impairment loss of $2.7 million related to goodwill and other intangible assets in our financial services

business in the U.K.

which had been suffering from increased losses resulting from the departure of a former executive and increased

costs of running the business.

The impairment loss of $2.7 million included goodwill of $2.0 million and indefinite and finite lived

intangible assets totaling $0.7 million relating to brand name and customer relations.

We determined the fair value of the reporting

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

As of June 30, 2026, the total recorded

value of our goodwill and intangible assets was zero excluding amounts classified as held for sale.

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.

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

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.

income taxation.

Compliance and Regulatory Risks

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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.

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.

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.

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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.

We believe 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

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other public companies difficult or impossible.

UK financial advisory business is dependent on a key employee, and the loss of this employee could disrupt our ability to provide regulated

investment advisory services in the United Kingdom.

UK subsidiary is authorized and regulated by the Financial Conduct Authority (the “FCA”) to provide certain investment advisory

We currently depend on a single employee who is qualified and certified to provide investment advice to clients on behalf of

our UK subsidiary.

Under applicable FCA requirements, individuals performing certain investment advisory functions must satisfy applicable

qualification, competency and fitness and propriety requirements and, where applicable, be certified by the authorized firm to perform

such functions.

this employee were to become unavailable for any reason or otherwise become unable or ineligible to perform these functions, we may be

unable to continue providing some or all of our regulated investment advisory services in the United Kingdom until we identify, hire

and appropriately qualify and certify a replacement.

We cannot assure you that we would be able to identify or retain a suitably qualified

replacement on a timely basis or at all.

Any resulting interruption in our UK investment advisory services could adversely affect our

relationships with clients, result in the loss of business, increase our regulatory, compliance and personnel costs, subject us to regulatory

scrutiny or action, or harm our reputation.

Although our UK investment advisory business currently represents an immaterial portion of

our consolidated revenues and results of operations, any prolonged disruption or related regulatory consequences could adversely affect

our business and reputation.

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

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Gerber and Schoenberger.

NYSE American rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together

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

Under the NYSE American

rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled

company and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that:

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

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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 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

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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 18,690,773 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.

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

owner of 18,751,125 shares of our common stock, par value $0.001 per share (the “Common Stock”), representing approximately

43.6% 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 Mr.

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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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

By virtue of the Voting Agreement, Messrs.

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.

Gerber and Schoenberger are entitled to an aggregate of 23,449,118 votes or 54.6% of

all votes for the election of directors submitted to our stockholders for their approval.

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.

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

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and results of operations.

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 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.

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 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 business.

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

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

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 investments.

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

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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.

are a holding company with a focus on investment management.

Our Marygold U.S.

subsidiary launched its Fintech app in June 2023 and

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

Similarly, our Marygold UK subsidiary launched a narrower

Fintech app in the U.K.

in March 2025 and paused its operations and offering to the public as of June 30, 2026.

The Fintech industry

is heavily populated by well-financed competitors with extensive capital resources to fund marketing campaigns or competing Fintech

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

to resume capital investments in our Fintech subsidiaries, there can be no assurance of success or revenue generation.

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

Any effort to restart our Fintech

subsidiaries could have a detrimental effect on our operations and negatively affect our financial condition or results of

operations if our projections are inaccurate, and could hinder the ability of our businesses and subsidiaries to compete effectively

in the industries in which they operate.

may fail to effectively integrate the businesses we acquire.

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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.

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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of operations that vary from the expectations of securities analysts and investors

in expectations as to our or our industries future financial performance, including financial estimates and investment recommendations

in expectations as to our industries’ future financial performance, including financial estimates and investment recommendations

by securities analysts and investors, and

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in our senior management or other key personnel;

and timing of our product development, including related to our Fintech app;

and timing of the registration and launch of new ETF products;

price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

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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, including sales of our shares from time to time pursuant to our Equity

Distribution Agreement with Maxim;

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

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

the event our cash flows are insufficient to fund our operations, our ability to raise additional financing, including in connection

with the development of our Fintech product or the acquisition of additional businesses;

with new ETF development and launch or the acquisition of additional

in general economic or market conditions or trends in our industries or markets;

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and trading volume could decline.

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.

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 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 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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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.

sales, or the potential for future sales, of our shares 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.

There can be no assurance that we will be able to successfully

complete any such future offerings;

however, 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 dilution.

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

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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.

articles of incorporation authorize the issuance of up to 50,000,000 shares of preferred stock, of which 13,302 shares of Series

B Preferred Stock are issued and outstanding.

Our board of directors may, without shareholder approval, issue one or more new series

of preferred stock with rights which could adversely affect the voting power or other rights of the holders of outstanding shares of

our common stock.

In addition, the issuance of shares of preferred stock may have the effect of rendering more difficult or discouraging,

an acquisition or change of control of the company.

Although we do not have any current plans to issue any additional shares of preferred

stock, we may do so in the future.

articles of incorporation authorize the issuance of up to 50,000,000 shares of preferred stock, of which 13,302 shares of Series B Preferred

Stock are issued and outstanding.

Our Board of Directors may, without shareholder approval, issue one or more new series of preferred

stock with rights which could adversely affect the voting power or other rights of the holders of outstanding shares of our common stock.

In addition, the issuance of shares of preferred stock may have the effect of rendering more difficult or discouraging, an acquisition

or change of control of the Company.

Although we do not have any current plans to issue any additional shares of preferred stock, we

may do so in the future.

sales of our shares by our existing stockholders may cause our stock price to fall.

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

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.

Related to our Equity and Debt Financing

addition to the net proceeds we received from our equity and debt financings in the past two years, we may need to raise additional equity

or debt financing to fund ongoing operations, invest in acquisitions, and for working capital purposes.

As of June 30, 2026, we have

invested $19.5 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.

However, as of June 30, 2026, we paused Fintech app operations in the

US and UK indefinitely.

Although expenses have been curtailed significantly by the closure of the US and UK

Fintech apps, there may be a need to fund ongoing operations for continuing expenses in the US and UK beyond our ability to fund

from consolidated operating income.

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

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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.

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.

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.

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