玛丽戈德有限公司美股招股说明书(2025-01-27版)

Shares of common stock We are offering under this prospectus supplement 2,050,000 shares of our common stock, $0.001 par valueper share(“common stock”or“securities”), at a public offering price of $1.10 per share. Our common stock is listed on the NYSE American LLC(“NYSE American”)under the symbol “MGLD.”The last reported sale price of our common stock on the NYSE American on January 24, 2025, was $1.57 per share. As of December 20, 2024, the aggregate market value of our common stock held by non-affiliates, or our“public float,”pursuant to General Instruction I.B.6 of the Form S-3 is approximately $18.0 million, which iscalculated based on 8,798,630 shares of our common stock outstanding held by non-affiliates and a price of $2.05per share, the closing price of our common stock on December 20, 2024, as reported on the NYSE American.During the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we havenot offered or sold any of our shares of common stock or other securities pursuant to General Instruction I.B.6 toForm S-3. Pursuant to General Instruction I.B.6 to the Form S-3, in no event will we sell securities registered on theregistration statement of which this prospectus supplement and the accompanying prospectus are a part in a publicprimary offering with an aggregate market value exceeding more than one-third of our public float in any 12-monthperiod so long as our public float remains below $75.0 million. We are a smaller reporting company under Rule 405 of Regulation S-K under the Securities Act of 1933, asamended(“Securities Act”), and, as such, have elected to comply with certain reduced public company reportingrequirements for this prospectus supplement, the accompanying prospectus, the documents incorporated herein andtherein by reference, and future filings. Investing in our securities involves a high degree of risk. See“Risk Factors”contained herein orincorporated herein by reference for more information on these risks. You should also review that section inthe accompanying prospectus for a discussion of matters that investors in our securities should consider. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement orthe accompanying prospectus. Any representation to the contrary is a criminal offense. (1)See“Underwriting”for a description of the compensation payable to the underwriters. We have granted the underwriters an option for 45 days from the date of this prospectus supplement topurchase an additional 307,500 shares of our common stock. If the underwriters exercise this option, the totalunderwriting discounts and commissions payable by us will be $207,460 and the total net proceeds to us, beforeexpenses, will be $2,385,790. The underwriters expect to deliver the shares of common stock against payment in New York, New York,on or about January 27, 2025. MAXIM GROUP LLC TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementS-3Cautionary Note Regarding Forward-Looking StatementsS-4Prospectus Supplement SummaryS-5The OfferingS-8Risk FactorsS-9Use of ProceedsS-13Dividend PolicyS-13DilutionS-14Description of Securities We Are OfferingS-15Certain United States Federal Income Tax ConsiderationsS-16UnderwritingS-21Legal MattersS-27ExpertsS-27Where You Can Find Additional InformationS-27Incorporation of Documents by ReferenceS-28Disclosure of Commission Position on Indemnification for Securities Act LiabilitiesS-28 Prospectus About this Prospectus3Cautionary Note Regarding Forward-Looking Statements4Prospectus Summary5Use of Proceeds9Description of Our Capital Stock9Description of Warrants14Description of Units16Plan of Distribution17Legal Matters20Experts20Where You Can Find Additional Information20Incorporation of Documents by Reference21 You should rely only on the information contained in this prospectus supplement, the accompanyingprospectus or any free writing prospectus we furnish to you. We have not authorized anyone to provide you withdifferent information. We may offer to sell, and seek offers to buy, shares of our securities only in jurisdictionswhere offers and sales are permitted. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statementon Form S-3 (File No. 333-283898) that we initially filed with the Securities and Exchange Commission(“SEC”)on December 18, 2024, and that was declared effective by the SEC on December 27, 2024. We provide information to you about this offering in two separate documents. The accompanying prospectus provides general informationabout us and the securities we may offer from time to time, some of which may not apply to this offering. Thisprospectus supplement describes the specific details regarding this offering. Generally, when we refer to the“prospect