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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED JUNE 30, 2022

 

or

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-41318

 

The Marygold Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   90-1133909
(State or Other Jurisdiction of Incorporation or Organization)   (IRS Employer Identification No.)

 

120 Calle Iglesia

Unit B

San Clemente, CA 92672

(Address of Principal Executive Offices and Zip Code)

 

949-429-5370

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share.   MGLD   NYSE American LLC

 

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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated files ☐   Accelerated files ☐  
           
Non-accelerated filer ☒   Smaller reporting company ☒  
           
      Emerging growth company ☐  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation 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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $7,688,869 based upon the per share price of $1.26, as reported by our trading exchange platform, OTC Markets, for the registrant’s common stock as of December 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

 

The registrant’s common stock began trading on the NYSE American exchange on March 10, 2022. As of September 27, 2022, the registrant had 39,383,459 shares of common stock, $0.001 par value per share, and 49,360 shares of Series B Convertible, Voting, Preferred Stock (“Series B Preferred Stock”) outstanding. Each share of Series B Preferred Stock is convertible into 20 shares of Common Stock and votes pari passu on an “as if converted” basis on all matters presented to our stockholders for a vote.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

Audit Firm Id   Auditor Name   Auditor Location
207   BPM LLP   San Francisco, California

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K for the year ended June 30, 2022, of The Marygold Companies, Inc., a Nevada corporation (“Company”), filed with the Securities Exchange Commission (“SEC”) on September 28, 2022 (“Annual Report”), is being filed by the Company for the sole purpose of including Exhibit 21.1, list of subsidiaries, and Exhibit 23.1, auditor’s consent, which exhibits were inadvertently omitted from the previously filed Annual Report, and Exhibit 24.1, power of attorney.

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal accounting officer are filed as exhibits to this Amendment.

 

Except for the inclusion of Exhibits 21.1, 23.1, and 24.1, there are no other changes to the information in the Annual Report and this Amendment does not reflect any events occurring after the date of the Annual Report or modify or update the disclosures therein.

 

 
 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

EXHBIT INDEX

 

The following exhibits are filed or incorporated by reference as part of this Form 10-K:

 

Exhibit No.   Description
3.1   Amended Articles of Incorporation of Concierge Technologies, Inc. (incorporated by reference to Exhibit A to the Definitive Proxy Materials on Schedule 14C filed on February 28, 2017)
3.2   Certificate of Designation (Series of Preferred Stock) (incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K filed on October 8, 2010).
3.3   Amendment to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 31, 2013 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
3.4   Amendment to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 5, 2015 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
3.5   Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017 (incorporated by reference to Exhibit B of the Definitive Proxy Materials on Schedule 14C filed on February 28, 2017)
3.6   Certificate of Amendment, dated March 7, 2022(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 7, 2022).
10.1   Concierge Technologies, Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Appendix C of the Information Statement filed pursuant to Section 14C on September 13, 2021)
10.2*   Employment Agreement between the Company and Stuart Crumbaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2022)
10.3*   Employment Agreement between the Company and David Neibert (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2022)
10.4*   Employment Agreement between the Company and Carolyn Yu (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2022)
10.5*   One-Time Transaction Bonus Agreement by and between the Company, Wainwright Holdings, Inc., and John Love (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2022)
10.6   Variation Agreement entered into on June 20, 2022 between Marygold UK and Keith Halford to complete the closing of the Share Purchase Agreement entered into on August 13, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the SEC on June 21, 2022).
21.1   List of Subsidiaries **
23.1   Consent of BPM LLP **
24.1   Power of Attorney (included on the Signature Page of this Amendment No. 1)
31.1   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to the Registrant’s Form 10-K for the year ended June 30, 2022, filed with the SEC on September 28, 2022).
31.2   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to the Registrant’s Form 10-K for the year ended June 30, 2022, filed with the SEC on September 28, 2022).
31.3   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
31.4   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Registrant’s Form 10-K for the year ended June 30, 2022, filed with the SEC on September 28, 2022).
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Registrant’s Form 10-K for the year ended June 30, 2022, filed with the SEC on September 28, 2022).

 

* Indicates management contract or any compensatory plan, contract or arrangement.

** Filed herewith.

 

101.INS Inline XBRL Instance Document#
101.SCH Inline XBRL Taxonomy Extension Schema Document#
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document#
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document#
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document#
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document#
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  THE MARYGOLD COMPANIES, INC.
  (Registrant)
   
Date: September 16, 2024 /s/ Nicholas D. Gerber
 

Nicholas D. Gerber, Chief Executive Officer

(Principal Executive Officer)

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carolyn M. Yu, with the power of substitution and re-substitution, as his or her attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all further amendments to the registrant’s Annual Report on Form 10-K for the year ended June 30, 2022, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: September 16, 2024 /s/ Nicholas D. Gerber
 

Nicholas D. Gerber, Chief Executive Officer, Director, and

Chairman of the Board

   
Date: September 16, 2024 /s/ David W. Neibert
 

David W. Neibert, Chief Operating Officer,

Secretary and Director

   
Date: September 16, 2024 /s/ Scott Schoenberger
  Scott Schoenberger, Director
   
Date: September 16, 2024 /s/ Matt Gonzalez
  Matt Gonzalez, Director
   
Date: September 16, 2024 /s/ Derek Mullins
  Derek Mullins, Director
   
Date: September 16, 2024 /s/ James Alexander
  James Alexander, Director
   
Date: September 16, 2024 /s/ Erin Grogan
  Erin Grogan, Director
   
Date: September 16, 2024 /s/ Joya Delgado Harris
  Joya Delgado Harris, Director

 

 

 

 

EXHIBIT 21.1

 

THE MARYGOLD COMPANIES, INC.

SUBSIDIARIES AS OF JUNE 30, 2022

 

Company Name   State or Country of Incorporation or Organization  

Voting Percent Owned

Directly or Indirectly

USCF Investments, Inc.

   Delaware   100
         

United States Commodity Funds, LLC

   Delaware   100
         

USCF Advisers, LLC

   Delaware   100
         

Kahnalytics, Inc., d/b/a Original Sprout

   California   100
         

Marygold & Co.

   California   100
         

Marygold & Co. Advisory Services, LLC

   Delaware   100
         

Gourmet Foods, Ltd.

   New Zealand   100
         

Printstock Products, Limited

   New Zealand   100
         

Brigadier Security Systems (2000) Ltd.

   Saskatchewan, Canada   100
         

Marygold & Co. (UK) Limited

   England and Wales   100
         

Tiger Financial & Asset Management Limited

   England and Wales   100

 

 

 

 

EXHIBIT 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (333-264586) and on Form S-8 (333-264081) of our report dated September 28, 2022, relating to the consolidated financial statements of The Marygold Companies, Inc. (the “Company”) as of June 30, 2022 and 2021, which appears in the Company’s Annual Report on Form 10-K filed on September 28, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statements.

 

BPM LLP

San Francisco, California

September 16, 2024

 

 

 

 

EXHIBIT 31.3

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(PRINCIPAL EXECUTIVE OFFICER)

 

I, Nicholas Gerber, certify that:

 

1. I have reviewed this Amendment No. 1 to the Form 10-K of The Marygold Companies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: September 16, 2024 /s/ Nicholas Gerber
  Nicholas Gerber
  (Principal Executive Officer)

 

 

 

 

EXHIBIT 31.4

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)

 

I, Scott A. West, certify that:

 

1. I have reviewed this Amendment No. 1 to the Form 10-K of The Marygold Companies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: September 16, 2024 /s/ Scott A. West
  Scott A. West
  (Principal Accounting and Financial Officer)

 

 

 

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Sep. 27, 2022
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Amendment Description This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K for the year ended June 30, 2022, of The Marygold Companies, Inc., a Nevada corporation (“Company”), filed with the Securities Exchange Commission (“SEC”) on September 28, 2022 (“Annual Report”), is being filed by the Company for the sole purpose of including Exhibit 21.1, list of subsidiaries, and Exhibit 23.1, auditor’s consent, which exhibits were inadvertently omitted from the previously filed Annual Report, and Exhibit 24.1, power of attorney.  As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal accounting officer are filed as exhibits to this Amendment.   Except for the inclusion of Exhibits 21.1, 23.1, and 24.1, there are no other changes to the information in the Annual Report and this Amendment does not reflect any events occurring after the date of the Annual Report or modify or update the disclosures therein.      
Document Annual Report true    
Document Transition Report false    
Document Period End Date Jun. 30, 2022    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Current Fiscal Year End Date --06-30    
Entity File Number 001-41318    
Entity Registrant Name The Marygold Companies, Inc.    
Entity Central Index Key 0001005101    
Entity Tax Identification Number 90-1133909    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 120 Calle Iglesia    
Entity Address, Address Line Two Unit B    
Entity Address, City or Town San Clemente    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 92672    
City Area Code 949    
Local Phone Number 429-5370    
Title of 12(b) Security Common stock, par value $0.001 per share.    
Trading Symbol MGLD    
Security Exchange Name NYSEAMER    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 7,688,869
Entity Common Stock, Shares Outstanding   39,383,459  
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Listing, Par Value Per Share $ 0.001    
Auditor Firm ID 207    
Auditor Name BPM LLP    
Auditor Location San Francisco, California    
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