What the changes say
- Goodwill impairment of $1.4 million in beauty products led to a new impairment risk.
- Marygold paused its U.S. fintech app and shifted focus to a narrower U.K. version.
- USCF Investments generated 57% of revenues in fiscal 2025.
What changed since the prior 10-K
New
- NewRisks Related to our Business and Structure
Our financial condition and results of operations could suffer if there is an impairment of goodwill or intangible assets
We recorded a $1.4 million impairment loss in fiscal 2024 for our beauty products segment and hold $3.5 million in total goodwill and intangibles that risk future write-downs.
- NewRisks Related to our Business and Structure
We may face double taxation on certain income earned by our non-U.S. subsidiaries
Our non-U.S. subsidiaries may face double taxation under controlled foreign corporation rules where U.S. federal income tax applies without full relief for foreign taxes paid.
- NewLegal, Compliance and Regulatory Risks
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
Failure to maintain continued listing standards on the NYSE American, such as minimum stock price or timely SEC reporting, could result in delisting and impaired liquidity.
- NewLegal, Compliance and Regulatory Risks
Our Chief Executive Officer and Chief Accounting Officer (“certifying officers”) are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e) and Rule 15d-15(e))
Our CEO and Chief Accounting Officer must maintain effective disclosure controls and procedures, and any failure could impact our required SEC periodic reporting.
- NewLegal, Compliance and Regulatory Risks
Losses or unauthorized access to or releases of confidential information, including personal information, could subject us to significant reputational, financial, legal and operational consequences
Unauthorized access to confidential customer and employee information or ransomware attacks on our suppliers could cause significant operational and reputational damage.
- NewRisks Related to Ownership of Our Shares
Future 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
Future sales of our securities under our Equity Distribution Agreement with Maxim or other issuances could dilute existing stockholders and depress our stock price.
Dropped
- DroppedRisks Related to Ownership of Our Shares
changes in general economic or market conditions or trends in our industries or markets; future issuances or sales or purchases of our common stock or other securities
Reworded
- 85% rewrittenLegal, Compliance and Regulatory Risks
We incur substantial costs to operate as a public reporting company as required by the Securities Exchange Commission
Added warnings about maintaining sufficient resources to keep public company status and rising compliance costs relative to revenues.
Was: We incur substantial costs to operate as a public reporting company
- 57% rewrittenRisks Related to Our Controlled Company Election and Status
We are a “controlled company” within the meaning of the NYSE American rules and rely on exemptions from various corporate governance requirements that provide protection to stockholders of other companies
Updated controlled company voting power definition from common stock to voting stock and refined committee independence descriptions under NYSE American rules.
- 51% rewrittenRisks Related to Ownership of Our Shares
Our stock price may change significantly, and you may not be able to sell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result
Cleaned up bullet point formatting for stock volatility risk factors without altering core content.
- 39% rewrittenGeneral Business Risks
We may not accurately predict revenue streams while we consume capital resources in acquiring new business opportunities or financings and capital market transactions or maintaining current capital investments which could materially and adversely impact our ability to meet operating expenses and capital requirements
Disclosed that Marygold paused its U.S. fintech app operations on March 31, 2025, and is instead introducing a narrower version in the U.K.
- 30% rewrittenRisks Related to Our Controlled Company Election and Status
These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors
Clarified that our audit, nomination and governance, and compensation committees are currently comprised solely of independent directors.
- 27% rewrittenRisks Related to our Business and Structure
We derive a substantial portion of our revenues from our USCF Investments subsidiary and, as a result, our operating results are particularly exposed to investor sentiment toward investing in the ETFs sponsored by USCF and advised by USCF Advisers
Updated revenue contribution figures from USCF Investments to 57% for fiscal 2025 compared to 58% for fiscal 2024.
- 26% rewrittenRisks Related to our Business and Structure
Abnormally 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
Replaced references to ETPs with ETFs throughout the discussion of bid/ask spreads and trading disruptions.
All 34 risk factors
Headings as the filing states them, in filing order.
Other
- 01The Company’s business and operation could be negatively affected by any material litigation involving the Company or its subsidiaries
Risks Related to our Business and Structure
- 02As a holding company, our assets are cash and cash equivalents, equity interests in our subsidiaries and our other investments
- 03We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations
- 04We need qualified personnel to manage and operate our subsidiaries
- 05Abnormally 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 ETPs26% rewritten
- 06We derive a substantial portion of our revenues from our USCF Investments subsidiary and, as a result, our operating results are particularly exposed to investor sentiment toward investing in the ETFs sponsored by USCF and advised by USCF Advisers27% rewritten
- 07We rely on third party suppliers, and our business may be affected by interruption of supplies or increases in product costs
- 08Product recalls or other product liability claims could materially and adversely affect us
- 09Adverse attention about these types of concerns, whether or not valid, may damage our reputation, discourage consumers from buying our products, or cause production and delivery disruptions that could negatively impact our net sales and financial condition
- 10In the past, we have expanded our business internationally. This expansion subjects us to increased operational, regulatory, financial and other risks
- 11We rely on trademarks, trade secrets, and other forms of intellectual property protections, which may not be adequate to protect us from misappropriation or infringement of our intellectual property
- 12Our financial condition and results of operations could suffer if there is an impairment of goodwill or intangible assetsNew
- 13We may face double taxation on certain income earned by our non-U.S. subsidiariesNew
Legal, Compliance and Regulatory Risks
- 14Our business is subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping, and frequently changing rules, regulations, and legal interpretations could materially harm our business
- 15We 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 delistingNew
- 16We incur substantial costs to operate as a public reporting company as required by the Securities Exchange Commission85% rewritten
- 17Our Chief Executive Officer and Chief Accounting Officer (“certifying officers”) are responsible for establishing and maintaining our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e) and Rule 15d-15(e))New
- 18Losses or unauthorized access to or releases of confidential information, including personal information, could subject us to significant reputational, financial, legal and operational consequencesNew
Risks Related to Our Controlled Company Election and Status
- 19We are a “controlled company” within the meaning of the NYSE American rules and rely on exemptions from various corporate governance requirements that provide protection to stockholders of other companies57% rewritten
- 20These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors30% rewritten
General Business Risks
- 21Our business and financial performance may be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on our business and results from operations
- 22Future acquisitions or business opportunities could involve unknown risks that could harm our business and adversely affect our financial condition and results of operations
- 23We 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
- 24We may not accurately predict revenue streams while we consume capital resources in acquiring new business opportunities or financings and capital market transactions or maintaining current capital investments which could materially and adversely impact our ability to meet operating expenses and capital requirements39% rewritten
- 25We may fail to effectively integrate the businesses we acquire
- 26Our 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
- 27Our intellectual property may not be adequately protected
Risks Related to Ownership of Our Shares
- 28Our stock price may change significantly, and you may not be able to sell your shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result51% rewritten
- 29If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline
- 30Current stock holdings may be diluted if we make future equity issuances or if outstanding options are exercised for shares of our common stock
- 31Future 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 stockNew
- 32Our board of directors may issue shares of preferred stock without stockholder approval
- 33Future sales of our shares by our existing stockholders may cause our stock price to fall
- 34Because we have not and do not intend to pay cash dividends, our stockholders receive no current income from holding our stock
Other Marygold Companies 10-Ks
- FY2026 10-K risk factors37 risks3 new4 reworded
Fintech operations are now paused in both the US and UK, shifting the stated focus toward investment management.
Filed Sep 18, 2026 - FY2024 10-K risk factors29 risks
Marygold is a holding company dependent on USCF Investments for 58% of revenues. It operates diversified food and financial technology businesses with key-person concentration.
Filed Sep 18, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.