What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-09-18 compared with 2025-09-19 · 189 added, 281 removed, 137 unchanged (77% of the section changed)

16 unchanged sentences

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”):

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

2 unchanged sentences

LLC and USCF Advisers is in Walnut Creek, California.

Products – Gourmet Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary,

Printstock Products Limited, a registered New Zealand company, with is principal manufacturing facility in Napier, New Zealand.

Systems – Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon,

Saskatchewan, Canada.

This business was sold in July 2025 as further described below in the Certain Recent Developments – Sale of

Brigadier, and in Note 16.

Subsequent Events to the audited consolidated financial statements included in this Form 10-K.

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

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

Financial Services:

& 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;

Marygold & Co., a Delaware corporation whose principal

business office is located in Walnut Creek, California;

Marygold & Co.

Advisory Services, LLC, a wholly owned subsidiary of Marygold & Co., a Delaware limited liability

company, was dissolved effective on February 17, 2026.

& 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:

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;

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,

Certain Recent Developments

Business – Certain Recent Developments”

Food Products – Gourmet

Foods, Ltd., a registered New Zealand company located in Tauranga, New Zealand and its wholly owned subsidiary, Printstock Products

Limited, a registered New Zealand company, with its principal manufacturing facility in Napier, New Zealand.

As of March 31, 2026,

the Company formally approved a plan to dispose of this segment and thus this segment is being presented as discontinued operations

Discontinued Operations to the audited consolidated financial statements).

Security Systems –

Brigadier Security Systems (2000) Ltd., a Canadian registered corporation, with locations in Regina and Saskatoon, Saskatchewan,

This business was sold to a related party in July 2025 (see Note 7.

Sale of Brigadier to the audited consolidated financial

Accounting Policies

1 unchanged sentence

and we apply those accounting policies in a consistent manner.

Our significant policies are summarized in Note 2 to the Consolidated

Our significant policies are summarized in Note 2.

to the Consolidated

Financial Statements.

10 unchanged sentences

Combinations - Valuation of Intangible Assets

are a holding company whose activities involve the acquisition of operating companies through stock purchase or asset purchase

transactions.

are a holding company whose activities involve the acquisition of operating companies through stock purchase or asset purchase transactions.

We account for business combinations using the acquisition method of accounting.

All the assets acquired, liabilities assumed

and amounts attributable to intangible assets, including goodwill, are recorded at their respective fair values at the date of acquisition.

Determination of fair value involves estimates and assumptions which can be complex, most notably with respect to intangible assets.

Critical estimates used in the valuation of intangible assets include, but are not limited to, the amount and timing of projected cash

flows, useful lives, and discount rates.

While management’s estimates of fair value are based on assumptions that are believed

to be reasonable, these assumptions are inherently uncertain as they pertain to forward-looking views of our business and market conditions.

The judgments made in this valuation process could materially impact our consolidated financial statements.

All the assets acquired, liabilities assumed and amounts

attributable to intangible assets, including goodwill, are recorded at their respective fair values at the date of acquisition.

Determination

of fair value involves estimates and assumptions which can be complex, most notably with respect to intangible assets.

Critical estimates

used in the valuation of intangible assets include, but are not limited to, the amount and timing of projected cash flows, useful lives,

and discount rates.

While management’s estimates of fair value are based on assumptions that are believed to be reasonable, these

assumptions are inherently uncertain as they pertain to forward-looking views of our business and market conditions.

The judgments made

in this valuation process could materially impact our consolidated financial statements.

operating subsidiaries derive revenues from a number of sources including sales of hardware, services, food items, printing, financial

52 unchanged sentences

Operating expenses

Loss from operations

Other (expense) income, net

Loss before income taxes

Loss from continuing operations

Other income (expense), net

Loss from continuing operations before income taxes

Benefit from income taxes

Net loss from continuing operations

Net income from discontinued operations

Year 2026 Compared with Fiscal Year 2025

decreased by $2.7 million or 8% for fiscal 2025 driven by reduced revenue of $1.8 million at our fund management segment, $0.6

million at our food products segment and $0.3 million at our beauty products segment.

Average Assets Under Management

(“AUM”) in our fund management business for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024.

reduction in AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and economic

The decreased revenue in food products was driven by changing our product mix and refocusing production capacity to

higher profit margin customers.

The decreased revenue in beauty products was driven by the efforts to control the discounted price

of products sold online by unauthorized resellers.

profit decreased by $2.2 million or 9% for the reasons described above for the reduced revenue as the gross profit margin remained consistent from fiscal 2024 to fiscal 2025.

Operating expenses decreased by $1.8 million or 6% as a result of the following.

During fiscal 2024, we recorded

a $1.4 million impairment charge relating to the goodwill and other intangible assets in our beauty products unit as a result of increased

losses resulting from pandemic-related changes in its distribution channels and increased costs from the introduction of new product lines.

Our marketing expenses decreased by $0.7 million during fiscal 2025 by putting our US fintech app on pause and reducing the marketing

costs at our beauty products segment.

Partially offsetting the decreased operating expenses were an increase in stock-based compensation

expenses of $0.4 million.

(expense) income, net went from a $0.8 million of other income in fiscal year 2024 to a $0.7 million other expense in fiscal year 2025.

The $1.5 million or 186% change was driven by the $1.2 million of interest expense incurred on the $4.4 million loan payable that we took out in September 2024.

from income taxes increased by $0.2 million or 13% from fiscal 2024 to fiscal 2025 as a result of the increased loss before income taxes

as described above.

loss of $5.8 million in fiscal 2025 increased by $1.8 million or 43% compared to $4.1 million in fiscal 2024.

The increase in net

loss was driven by the decreased profits from our fund management business due to lower average AUM, decreased other income as

described above and offset by improved net overall profits from our other operating segments.

increased by $1.9 million or 8% for fiscal 2026 driven by increased revenue of $4.0 million at our fund management segment

resulting from higher average Assets Under Management (“AUM”).

This increase was partially offset by a $2.5 million

reduction in revenue from our security systems segment following the sale of Brigadier to a related party on July 1, 2025.

fiscal 2026, a trading error occurred in the execution of oil futures trades on behalf of the United States Oil Fund, LP

(“USO”), one of the funds managed by our subsidiary USCF LLC, resulting in a $2.5 million loss to the fund.

was identified on the day of execution.

USCF reimbursed USO in full for the $2.5 million loss, and as a result, there was no impact

to USO’s Net Asset Value.

The reimbursement is reflected as a reduction in revenue.

Following the event, USCF reviewed and enhanced its trade execution oversight procedures to reduce the risk of similar

errors in the future.

Average AUM in our U.S.

fund management

business was $4.1 billion in fiscal 2026, compared with $2.9 billion in fiscal 2025, and increase of $1.2 billion.

The increase in average AUM in fiscal 2026 was

due to higher oil and other commodity prices associated with geopolitical conflicts in the Middle East and Eastern Europe,

as well as other geopolitical and economic factors.

profit increased by $3.2 million or 16% as a result of an increase from our fund management segment due to the increased average AUM

described above and an increase of $0.5 million from our beauty products segment;

offset by a reduction of $1.3 million due to the sale

of our security systems segment to a related party on July 1, 2025 and a $0.1 million decrease from our food products segment.

Operating expenses increased by $2.4 million, or 9%, primarily

as a result of the following:

During fiscal 2026, we recorded total impairment charges of $3.6 million, of which $2.7 million related to goodwill and other intangible assets in our U.K.

financial services unit due to increased losses from the wealth management business,

and $0.9 million related to an investment in a private bank that had been reporting losses.

Higher average AUM in our fund management business also increased fund operations expense through higher third-party

Partially offsetting these increases were decreases in operating expenses

of $4.6 million associated with the pause of further development of the U.S.

Fintech app in April 2025 and $1.2 million associated with the sale of Brigadier on July 1, 2025.

loss from continuing operations decreased by $0.8 million, or 12%, from fiscal 2025 to fiscal 2026.

The $1.5 million improvement in the

financial services segment reflected a $4.6 million reduction in losses following the pause of the U.S.

Fintech app, partially offset

by a $3.2 million increase in losses in the U.K.

financial services business, including the $2.7 million impairment charge related to

goodwill and other intangible assets.

Other favorable changes included a $0.7 million increase in profit from the beauty products segment.

These changes were partially offset by a $0.2 million decrease in profit from the fund management segment, primarily due to the USO trading-error

reimbursement described below, a $0.3 million decrease in profit from the security systems segment following the sale of Brigadier, and

a $0.8 million increase in the corporate headquarters loss, driven in part by the $0.9 million impairment charge relating to the investment

in a private bank.

income (expense), net changed from $0.7 million of net other expense in fiscal 2025 to $1.2 million net other income in fiscal 2026, a favorable change of $1.9 million.

The change primarily reflected the $1.2 million of interest expense incurred in fiscal 2025 on the $4.4 million note payable

which was paid in full in September 2025, and the $0.6 million gain on sale of Brigadier in July 2025.

from income taxes decreased by $1.3 million or 82% from fiscal 2025 to fiscal 2026 as a result of the decreased loss from continuing

operations before income taxes as described above.

income from discontinued operations was flat at $0.2 million for both fiscal 2026 and 2025.

loss of $4.4 million in fiscal 2026 decreased by $1.4 million or 25% compared to $5.8 million in fiscal 2025 as a net result of the explanations

described above.

RESULTS OF OPERATIONS

2 unchanged sentences

Fund management - related party

Food products

Beauty products

2 unchanged sentences

Total revenue

Operating Income (Loss)

Income (Loss) from Continuing Operations

Fund management - related party

Food products

Beauty products

2 unchanged sentences

Corporate headquarters

Total operating loss

Total loss from continuing operations

Year 2026 Compared with Fiscal Year 2025

Fund Management - USCF Investments

decreased by $1.8 million or 10% driven by reduced average Assets Under Management (“AUM”) in our fund management

Average AUM for fiscal 2025 was $2.9 billion compared to $3.3 billion for fiscal 2024, a decrease of $0.4 billion or

The decrease in average AUM in fiscal 2025 was due to commodity price fluctuations, energy demand as well as geopolitical and

economic uncertainty.

income decreased by $1.5 million or 31% driven by the decrease in average AUM as described above and partially offset by decreased

operating expenses of $0.3 million or 2% as a result of lower license fees, and variable fund accounting and administration costs due

to lower AUM for funds overall.

Products - Gourmet Foods

decreased from $7.3 million in fiscal 2024 to $6.7 million in fiscal 2025 which was a decrease of $0.6 million or 8%.

in revenue was in our bakery business and was due to a temporary cancellation of certain product categories sold to national

grocery chains during fiscal 2025.

income decreased by $0.2 million or 55% which was driven by a non-recurring cost of goods sold adjustment coupled with a depreciation charge taken for its

solar electricity system and partially offset by increased profits from the sale of higher margin products at our bakery business.

increased by $4.0 million or 23% driven by higher average Assets Under Management (“AUM”) in our fund management

Average AUM for fiscal 2026 was $4.1 billion, compared with $2.9 billion for fiscal 2025, an increase of $1.2 billion, or

The increase in average AUM in fiscal 2026 was due to commodity price fluctuations, including energy price volatility

associated with geopolitical events in the Middle East and Eastern Europe, as well as other geopolitical and economic uncertainty

affecting inventory and demand.

During the quarter ended June 30, 2026, a trading error occurred in the execution of oil futures contracts on behalf

of USO, resulting in adverse execution of $2.5 million relative to the expected benchmark execution price.

The error was identified on

the day of execution and USCF reimbursed USO in full for the $2.5 million loss, resulting in no impact to USO’s Net Asset Value.

The Company recognized the $2.5 million reimbursement as a reduction to revenue in the Fund Management segment.

Management has reviewed

the circumstances of the error, determined it was an isolated event, and has implemented enhanced controls over its trade execution processes.

Operating income decreased by $0.4 million as a result of the $2.5 million reimbursement which reduced revenue as

described above and increased variable operating expenses due to the increase in average AUM including marketing and distribution

costs, fund accounting and administration and sub-adviser fees.

New fund costs also contributed to an increase in operating expenses.

Products – Original Sprout

products revenue decreased by $0.3 million or 10% driven by the efforts to control the discounted price of products sold online by unauthorized

For the past year Original Sprout has been reducing the number of unauthorized Internet sales channels, recovering control over

its price points, and repositioning its products for a larger presence on store shelves.

Operating loss decreased

by $1.7 million or 82% driven by a $1.4 million impairment charge taken in fiscal 2024 relating to the goodwill and other intangible

assets in our beauty products unit as a result of increased losses resulting from pandemic-related changes in its distribution channels

and increased costs from the introduction of new product lines.

After the impairment charge taken in fiscal 2024, Original Sprout no

longer has any amortization charges from the intangible assets that were written down.

Original Sprout also reduced its marketing expense

by $0.3 million from fiscal 2024 to fiscal 2025.

Sprout derives its revenues from the sale of proprietary hair and skin care products marketed to domestic and international distributors,

grocery stores, hair salons and direct-to-consumers via online platforms.

Revenue for fiscal 2026 was $3.4 million as compared to $3.0

million for the comparable prior year period, an increase of $0.4 million or 13% driven by (1) continued success in controlling its brand

and pricing on e-commerce platforms and (2) an increase in international distribution channels to include more countries in Asia.

income increased to $0.3 million for fiscal 2026, as compared to an operating loss of $0.4 million for the prior year, or an

improvement of 174%, as a result of increased revenue, the reduction of certain expenses including the elimination of third-party

marketing consultants, and a reduction of unused warehouse space.

Systems - Brigadier

decreased by $0.2 million or 7% and operating income decreased by $0.1 million or 23% driven by market timing and weather patterns.

from monitoring residual fees remained relatively static while sales and installations of larger commercial installations decreased for

fiscal 2025 as compared to 2024.

The larger commercial accounts generate more revenue and profit but take longer to complete, thus may

produce spikes or declines in revenue and profits for specific reporting periods.

Brigadier was sold to a related party on July

1, 2025 (see “Certain Recent Developments – Sale of Brigadier” and Note 16, Subsequent Events to the audited consolidated

financial statements included in this Form 10-K).

was sold to a related party on July 1, 2025 (see Note 7.

Sale of Brigadier in the audited consolidated financial statements).

Financial Services – Marygold US and Marygold UK

Marygold US incurred an operating loss of $4.7 million

in fiscal 2025 compared to an operating loss of $5.7 million in fiscal 2024.

Since the Marygold US app earned only de minimis revenues

since its launch in June 2023, Marygold US decided to pause operations of the app in the U.S.

effective March 31, 2025.

the losses and negative cash flows from Marygold US are expected to be reduced going forward as the Company assesses whether it will continue further development of the app for the U.S.

discontinue development of the app other

than for the U.K market;

or license or sell the app to a third party, of which there can be no assurance.

In order to further develop

the app for the U.S.

market, the Company anticipates it would need to raise additional debt or equity financing.

There can be no assurance

the Company will be able to raise such additional financing or upon terms acceptable to it.

The overall financial services revenue driven by Marygold

UK increased by $0.2 million or 32% driven by having a full year of revenue in fiscal 2025 from Step-By-Step which was acquired in April

Marygold UK released a narrower version of the mobile Fintech app in the UK during the fourth quarter of fiscal 2025.

The development,

marketing and support of the UK Fintech app negatively impacted the financial performance of Marygold UK during fiscal 2025 but was offset

due to reduced expenses of Marygold US.

The overall financial services operating loss decreased by $0.3 million, or 5%, as a result.

Corporate Headquarters

Operating loss for the corporate headquarters increased

by $0.7 million or 21% driven by higher stock-based compensation expenses of $0.4 million and the transition of certain employees from

the financial services segment to the parent company.

Financial Services segment is comprised of Marygold US and Marygold UK, which are distinct operating entities with differing

revenue streams.

US developed and launched a mobile banking fintech app which earned revenue in the form of management fees based on a percentage of the

amount of account holder funds invested in various curated ETF portfolios offered on the app (“Money Pools”), and from transaction

fees when account holders used a debit card.

The app was soft-launched in June 2023 as a proof of concept.

Since that time, the app earned

only de minimis revenues.

As a result, the offering of the app in the US was paused by Marygold US effective March 31, 2025.

2026, Marygold US had no revenue and minimal expenses as compared with an operating loss of $4.7 million for the prior year.

holding company which operates through its two wholly-owned subsidiaries Marygold & Co.

Limited f/k/a Tiger Financial

and Asset Management Limited and Step-By-Step Financial Planners, both of which are registered investment advisors which earn revenues

based on the amount of AUM and from the sale of financial products, including insurance, to customers in the U.K.

total Financial Services revenue, derived entirely from Marygold UK, was $0.8 million in both fiscal 2026 and fiscal 2025.

had developed a fintech app designed specifically for use by Marygold UK clients.

The app was launched in the U.K.

in March 2025, earned

only de minimis revenue, was removed from the market in April 2026, its offering, development and marketing were paused effective June

As Marygold UK generated increasing losses due to the development and marketing of the app and further impacted by the departure

of the former head of one of its operating subsidiaries, the Company recorded a $2.7 million impairment charge relating to goodwill and

other intangible assets.

The consolidated operating loss for financial services was $4.1 million in fiscal 2026, compared with a loss

of $5.6 million in fiscal 2025.

a holding company, The Marygold Companies has no significant revenue but has operating expenses including salaries, audit and legal fees,

NYSE American listing fees and expenses, expenses related to compliance with its SEC periodic reporting requirements, insurance, and

investor relations, which result in operating losses.

Operating loss at the corporate headquarters increased to $5.1 million in fiscal

2026 from $4.3 million in fiscal 2025, an increase of $0.8 million, or 18%, driven in part by a $0.9 million impairment charge relating

to an investment in a private bank.

and Capital Resources

Marygold Companies is a holding company that conducts its individual business operations through its subsidiaries.

At the holding-company

level, its liquidity needs relate to operational expenses, the funding of additional business acquisitions and new investment opportunities.

Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, debt service, and capital

are a multinational holding company that conducts our individual diversified business operations through our wholly-owned subsidiaries.

At the holding-company level, our liquidity needs relate to operational expenses, the funding of additional business acquisitions and

new investment opportunities including the investment by our fund management business in the development of new exchange traded funds

Our operating subsidiaries’ principal liquidity requirements arise from cash used in operating activities, and capital

expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes.

1 unchanged sentence

company and the subsidiary level.

There are no limitations or constraints on the movement of funds between the entities.

As of June 30, 2025, we had $5.0

million of cash and cash equivalents on a consolidated basis as compared to $5.5 million as of June 30, 2024, a decrease of $0.5

million or 8%.

There are generally no legal limitations or constraints on the movement of funds between the entities,

however there are potential tax consequences for funds moved from foreign subsidiaries to the parent company.

Additionally, our registered

investment advisor subsidiaries are required to maintain certain minimum capital requirements.

of June 30, 2026, we had $2.9 million of cash and cash equivalents on a consolidated basis, compared with $5.0 million as of June 30,

2025, a decrease of $2.1 million or 42%.

Our cash used in operating activities for fiscal 2026 was $2.3 million.

For fiscal 2025, we made additional

expenditures of $3.3 million through Marygold US for the development of the mobile Fintech app in the United States.

invested a total of $19.1 million in the Fintech app through Marygold US since inception.

Despite these cash investments and

expenses, our working capital position remains strong at $12.4 million as of June 30, 2025.

described below, in September 2024 we entered into a financing arrangement under which we borrowed $4.4 million and have the potential

to borrow an additional $2.2 million.

The financing arrangement also gives the lender the right but not the obligation to provide an

additional $10.0 million in financing to us on the same terms as the initial loans.

Also as described below, on January 28, 2025, we received $1.8 million in net proceeds from the sale of our shares in

a firm commitment underwritten offering.

Also, on July 1, 2025, the Company sold Brigadier to a related party.

As of June 30, 2025, $0.7 million had been

received as a deposit, and the Company received the remaining proceeds of $1.6 million in accordance with the schedule described in Note

16, Subsequent Events to the Consolidated Financial Statements included in this Form 10-K.

Equity Financing

January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock, $0.001 par value per share (“Common

Stock”) at a price to the public of $1.10 per share (before deduction of underwriting discounts and commissions) in a firm commitment

underwritten public offering (“Offering”) pursuant to an underwriting agreement, dated January 26, 2025 (“Underwriting

Agreement”), between us and the Maxim Group LLC (“Maxim”), as sole underwriter and book-running manager for the Offering.

Pursuant to the Underwriting Agreement, we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of Common Stock

at the public offering price before deduction of underwriting discounts and commissions (“Overallotment Option”).

not exercise its Overallotment Option.

net proceeds of the Offering to us, after deducting underwriting discounts and commissions and estimated offering expenses, were $1.8

We intend to use the net proceeds from the Offering to retire or reduce debt, make additional investments in our financial services

operations, and for other general working capital and corporate purposes.

At-the-Market

Securities Offering

March 7, 2025, we entered into an Equity Distribution Agreement (“EDA”) with Maxim pursuant to which we may sell from time-to-time

shares of our common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales agent or principal.

We have agreed to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through

Maxim under the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities

under the Securities Act.

The EDA requires that, until May 28, 2025, the date of the expiration of the standstill period in our Underwriting

Agreement with Maxim for the Offering described above, sales of our shares of common stock be made at a minimum price per share of $1.50

unless, at any time, Maxim and the Company mutually agree upon a lower minimum price per share.

During the fiscal year ended June 30, 2025,

we did not sell any shares pursuant to the EDA.

The offer and sale, if any, of our shares of common stock under the EDA will be made

pursuant to our shelf registration statement on Form S-3 which was filed with the SEC on December 18, 2024, and became effective on December

27, 2024, the base prospectus included therein, and a prospectus supplement that was filed by the Company with the SEC on March 7, 2025.

Company believes that its cash and cash equivalents along with the cash generated from ongoing operations will be sufficient to fund

its cash requirements over the next 12 months.

However, based on our current operating plan which we expect may include continued additional

investments in our mobile Fintech app for the U.K.

market, we may need to raise additional funds through one or more debt, equity or

equity linked financings to meet our operating and cash needs.

There can be no assurance we will be able to raise such additional financing

upon terms acceptable to us or at all.

In the event we are unable to obtain additional financing in an amount or upon terms acceptable

to us, we expect to further reduce or curtail our investment in the development of our Fintech app.

During fiscal 2026,

we made principal payments of $1.3 million to pay off our Streeterville note payable and received net proceeds of $1.1 million from

the sale of Brigadier.

During fiscal 2026, the Company spent money on the development and marketing of the mobile Fintech app at Marygold UK;

however, effective June 30, 2026 we paused the offering, development and marketing of the mobile Fintech app in the U.K.

invested a total of $19.5 million in the Fintech app since the project was implemented in 2019.

Over the coming 12 months we

currently expect to generate proceeds from the sale of our Food Products segment and plan to further curtail funding for our

fintech-based subsidiary operations.

Our working capital position remains strong at $12.3 million as of June 30, 2026.

Distribution Agreement

On March 7, 2025, we entered into an Equity Distribution

Agreement (“EDA”) with Maxim Group, LLC (“Maxim”) pursuant to which we may sell from time-to-time shares of our

common stock having an aggregate offering price of up to $4.65 million through or to Maxim, as sales agent or principal.

We have agreed

to pay Maxim a commission equal to three percent (3%) of the aggregate gross proceeds from the sale of any shares through Maxim under

the EDA, reimburse Maxim for certain legal fees and disbursements, and have agreed to indemnify Maxim against certain liabilities under

the Securities Act.

We have not sold any shares pursuant to the EDA and, pursuant to the terms of the agreement, the EDA terminated effective

March 7, 2026.

Company has various operating leases for offices, warehouses and manufacturing facilities.

2 unchanged sentences

The obligations will reduce over the passage of time through periodic lease payments.

14 to our Financial Statements for further analysis of this obligation.

addition, Gourmet Foods has a finance lease liability of $0.1 million related to a solar energy system which is included under Lease liabilities on our consolidated balance sheets.

Note Financing

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

limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in

an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity

Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note

(“Subsequent Note,” Initial Note and Subsequent Note, “Notes”).

The initial principal amount of the Notes includes

an original issue discount of 9% and expenses 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% per

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 amount payable equal to 6% of the portion of the outstanding balance being

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 on the Subsequent Note, if issued, will 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 and 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.

Notes contain certain trigger events, including in the event that:

(a) we fail to pay any amount when due;

(b) a receiver or trustee

is appointed with respect to our assets;

(d) we make an assignment for the benefit of creditors;

a petition under bankruptcy, insolvency or similar laws;

(f) an involuntary bankruptcy proceeding is filed against us;

(g) a “fundamental

transaction” occurs without Holder’s prior written consent:

(h) we, USCF Investments or any of the USCF Investments subsidiaries,

fail to observe covenants in our agreements with the Holder;

(i) we default in observing or performing any covenant in the transaction

(j) any representation in the transaction documents is or becomes false or incorrect;

(i) we effect a reverse stock split

without 20 trading days’ prior written notice to the Holder;

(k) any judgment is entered against us for more than $500,000 which

remains unstayed for more than 20 days unless consented to by the Holder;

(m) our shares cease to be DTC (Depositary Trust Company) eligible;

or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our

ongoing business operations.

A “fundamental transaction” occurs if:

we merge with another entity;

we dispose of all or substantially

all of our assets, we allow more than 50% of our voting shares to be acquired by another person;

we enter into a share purchase agreement

with a third party that acquires more than 50% of our shares;

we recapitalize or reclassify our shares;

we transfer a material asset

to a subsidiary;

we pay a dividend to our shareholders;

or any person or group becomes the beneficial owner of 50% of the ordinary voting

power of our shares.

Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an

event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”).

Alternatively,

the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together

with any applicable default amount.

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 amount payable equal to 6% of the principal amount and accrued interest redeemed.

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 Company exercises its deferral right, the outstanding balance automatically increases 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%.

July 2024, Brigadier repaid its mortgage loan of $0.3 million in full that was secured with the land and building in Canada.

15 to our Consolidated Financial Statements for further analysis of this obligation.

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

Investments classifies these investments as current assets as these investments are generally sold within one year from the balance

As of June 30, 2025, USCF Investments held investment positions in four of its exchange traded funds registered under

the Investment Company Act of 1940, as amended, USG (ticker changed from GLDX in March 2024), ZSB, USE and ZSC of $0.5 million, $0.2

million, $0.8 million, and $2.1 million, respectively.

These investment positions along with other investments, as applicable, are

described further in Note 5 to our Consolidated Financial Statements.

Investments classifies these investments as current assets as the intention is for these investments to generally be sold within

one year from the balance sheet date;

however on occasion these investments have been held for over one year.

As of June 30, 2026, USCF Investments held investment positions in three of its exchange

traded funds registered under the Investment Company Act of 1940, as amended, ZSB, USE and ZSC of $0.2 million, $0.5 million, and

$0.6 million, respectively.

These investment positions along with other investments, as applicable, are described further in Note 6

to our Consolidated Financial Statements.

strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent

2 unchanged sentences

Sheet Arrangements

June 30, 2025, and through September 19, 2025, the filing date of this Annual Report on Form 10-K, we have not entered into any

transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have:

June 30, 2026, and through September 18, 2026, the filing date of this Annual Report on Form 10-K, we have not entered into any transaction,

agreement or other contractual arrangement with an entity unconsolidated with us under which we have:

obligation under a guarantee contract,

7 unchanged sentences

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 7. Management’s Discussion and Analysis