Amendment: SEC Form 10-K/A filed by The Marygold Companies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED
or
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
(Address of principal Executive Offices and Zip Code)
(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 | ||
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
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 ☒
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. ☒
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). ☒
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 | ☐ | ||
☒ | 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
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
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $
The registrant’s common stock began trading on the NYSE American exchange on March 10, 2022. As of September 20, 2023, the registrant had shares of Common Stock, $ 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 | ||
EXPLANATORY NOTE
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:
* 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, 2023, 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 |