The Marygold Companies Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDJUNE 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number:001-41318 The Marygold Companies, Inc.(Exact name of registrant as specified in its charter) Nevada90-1133909(State or Other Jurisdictionof Incorporation or Organization)(IRS EmployerIdentification No.) 120 Calle IglesiaUnit BSan Clemente,CA92672(Address of principal executive offices) (Zip Code) Phone:949-218-8542(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐Yes☒No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of December 31, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of the registrant was $18.6million based upon theclosingsale price of the registrant’s shares of common stock on such date as reported on the NYSE American, LLC, multiplied by theapproximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholdersof the registrant. This determination of executive officer and director affiliate status is not necessarily a conclusive determination forany other purpose. As of June 30, 2025,42,817,687shares of common stock, $0.001par value per share (“common stock”), and 13,302 shares of SeriesB Convertible, Voting, Preferred Stock (“Series B Preferred Stock”) of the registrant were outstanding. Each share of Series BPreferred Stock is convertible into 20 shares of common stock and votes pari passu on an “as if converted” basis on all matterspresented to our stockholders for a vote. DOCUMENTS INCORPORATED BY REFERENCE Certain information required to be disclosed in Part III of this Annual Report on Form 10-K is incorporated by reference to theregistrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (“Annual Meeting”) to be filed within 120 daysfollowing the registrant’s fiscal year ended June 30, 2025, with the Securities and Exchange Commission (“SEC”) pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), and delivered to stockholders inconnection with such Annual Meeting. TABLE OF CONTENTS PART IITEM 1. Business4ITEM 1A. Risk Factors14ITEM 1B. Unresolved Sta