SEC Form 424B5 filed by The Marygold Companies Inc.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-283898

PROSPECTUS SUPPLEMENT

(To prospectus dated December 27, 2024)

Up to $4,650,000

THE MARYGOLD COMPANIES, INC.

Shares of common stock

We have entered into an Equity Distribution Agreement (“Equity Distribution Agreement”) with Maxim Group LLC (“Maxim” or “sales agent”) relating to the shares of our common stock, par value $0.001 per share (“common stock”), offered by this prospectus supplement. In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $4,650,000 from time to time through or to Maxim, as sales agent or principal. Under the terms of the Equity Distribution Agreement, until May 28, 2025, the sales price of our shares in this offering is subject to a minimum price of $1.50 per share, unless we and Maxim mutually agree upon a lower sales price.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (“Securities Act”). Subject to the terms of the Equity Distribution Agreement, we agreed to issue and sell exclusively through Maxim acting as sales agent or directly to Maxim acting as principal from time to time, and Maxim agreed to use its commercially reasonable efforts to sell for us the shares of our common stock offered by this prospectus supplement. Sales of the shares, if any, through Maxim acting as sales agent or directly to Maxim acting as principal will be made by means of ordinary brokers’ transactions on the NYSE American LLC (“NYSE American”), or otherwise at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or at negotiated prices, or, with our prior approval, in privately negotiated transactions, or as otherwise agreed by Maxim and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Under the terms of the Equity Distribution Agreement, if we sell shares of our common stock to Maxim as principal, we will enter into a separate terms agreement with Maxim.

We will pay Maxim a commission equal to 3% of the gross sales price per share for sales under the Equity Distribution Agreement where Maxim is acting as agent. In connection with any sale of our common stock, Maxim may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Maxim may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Maxim with respect to certain liabilities, including liabilities under the Securities Act. Settlement of any sales of our common stock will occur on the first business day following the date on which such sales were made (or such earlier day as is industry practice for regular-way trading). Sales of our stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the sales agents may agree.

Our common stock is listed on the NYSE American under the symbol “MGLD.” The last reported sale price of the common stock on the NYSE American on March 5, 2025, was $1.01 per share.

As of February 28, 2025, the aggregate market value of our common stock held by our non-affiliates pursuant to General Instruction I.B.6 of Form S-3, or public float, was $20,715,111, based on 10,623,134 shares of outstanding common stock held by non-affiliates as of such date and a price of $1.95 per share, which was the last reported sale price of our common stock on the NYSE American on January 8, 2025, which is the highest closing sale price of our common stock on the NYSE American within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering), we have sold $2,255,000 in aggregate market value of securities. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a registered offering with a value exceeding more than one-third of our “public float” (the market value of our common stock held by our non-affiliates) in any 12-month period 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 and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements for this prospectus supplement, the accompanying prospectus, the documents incorporated herein and therein by reference, and future filings.

Investing in our securities involves a high degree of risk. See “Risk Factors” contained herein or incorporated herein by reference for more information on these risks. You should also review that section in the 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 approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

MAXIM GROUP LLC

The date of this prospectus supplement is March 7, 2025.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

You should rely only on the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus we furnish to you. We have not authorized anyone to provide you with different information. We may offer to sell, and seek offers to buy, shares of our securities only in jurisdictions where offers and sales are permitted.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on 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 (“Registration Statement”). Under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having an aggregate offering price of up to $4,650,000 from time to time through or to Maxim as sales agent or principal at prices and on terms to be determined by market conditions at the time of the offering. We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us and the securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes the specific details regarding this offering. Generally, when we refer to the “prospectus,” we are referring to both documents combined. Additional information is incorporated by reference into this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus or any free writing prospectus we may file with respect to the offering. We have not, and Maxim has not, authorized anyone else to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it.

We are not, and the sales agent is not, making an offer to sell, or seeking offers to buy, shares of our common stock in any jurisdiction in which such offer or sale is not permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should consult your own advisors regarding legal, tax, business, financial and related aspects of an investment in our securities.

You should note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

To the extent there are inconsistencies between this prospectus supplement, the accompanying prospectus and any documents incorporated herein by reference, the document with the most recent date will control.

As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus supplement. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”

In this prospectus, unless the context otherwise requires, references to “Marygold,” “Company,” “we,” “our,” or “us,” refer to The Marygold Companies, Inc., a Nevada corporation, and its subsidiaries. Our logo, trademarks and service marks are the property of Marygold. Other trademarks or service marks appearing in this prospectus supplement are the property of their respective holders. Solely for convenience, trademarks, trade names, service marks and copyrights referred to in this prospectus supplement may appear with or without the “©”, “®” or “™” symbols, but the inclusion, or not, of such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent possible under applicable law, our or their, as applicable, rights to these trademarks, trade names service marks or copyrights. We do not intend our use or display of other companies’ trademarks, trade names, service marks or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and the documents incorporated herein or therein by reference contain “forward-looking statements” as defined under U.S. Federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance, which generally are not historical in nature. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continues” or the negative of these words or other similar terms or expressions that concern our expectations, strategies, plans, or intentions. Forward-looking statements contained in this prospectus supplement include, but are not limited to, statements about:

The foregoing list does not contain all of the forward-looking statements made in this prospectus supplement.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus supplement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024, in our Forms 10-Q for the quarters ended September 30, 2024, and December 31, 2024, and subsequent reports we file with the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”). Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all the risks and uncertainties that could have an impact on the forward-looking statements contained in or incorporated by reference into this prospectus supplement. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus supplement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus supplement to reflect events or circumstances after the date of this prospectus supplement or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

RISK FACTORS

Investing in our shares involves a high degree of risk and dilution. You should carefully consider the risks, uncertainties and other factors described in our Annual Report on Form 10-K for the year ended June 30, 2024, our Forms 10-Q for the quarters ended September 30, 2024, and December 31, 2024, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, and in other documents incorporated by reference to our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act and all other information contained or incorporated by reference into this prospectus supplement and the accompanying base prospectus, including our consolidated financial statements and the related notes, before investing in our common stock. If any of these risks materialize, our business, financial condition or results of operations could be materially harmed. In that case, the trading price of our common stock could decline, and you may lose some or all your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. If any of these risks were to occur, our business, financial condition, or results of operations would likely suffer. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks Related to this Offering

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.

The stock market may routinely experience periods of large or extreme volatility. In some instances, this volatility is unrelated or disproportionate to the operating performance of particular companies. The market price of our shares of common stock could be subject to wide fluctuations in response to many risk factors and many beyond our control, including:

Furthermore, the U.S. stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions such as recessions, interest rate changes, or international currency fluctuations, may negatively impact the market price of shares of our common stock. In addition, such fluctuations could subject us to securities class action litigation, which could result in substantial costs and divert our management’s attention from other business concerns, which could potentially harm our business. Also, because we are a controlled company, there is a limited market for our common stock, and we cannot assure our stockholders that a trading market will persist.

Additionally, selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Holders of our securities could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.

We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described under “Use of Proceeds” below, as well as existing cash and cash equivalents. Accordingly, our stockholders will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategies and we might not be able to yield a significant return, if any, on our investment of these net proceeds.

Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

We may issue up to approximately 4.6 million shares of common stock from time to time in this offering. The issuance from time to time of shares in this offering, as well as our ability to issue such shares in this offering, could have the effect of depressing the market price or increasing the volatility of our common stock.

It is not possible to predict the actual number of shares we will sell under the Equity Distribution Agreement, or the gross proceeds resulting from those sales.

Subject to certain limitations in the Equity Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to the sales agent at any time throughout the term of the Equity Distribution Agreement. The number of shares that are sold through the sales agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period, the limits we set with the sales agent in any applicable placement notice, and the demand for our common stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.

The common stock offered hereby will be sold in “at the market offerings” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times may pay different prices, and so they may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. In addition, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.

If you purchase shares of our common stock in this offering, you will incur immediate dilution in the book value of your shares.

The offering price per share of our common stock is expected to be substantially higher than the pro forma net tangible book value per share of our common stock outstanding before this offering. Based upon a public offering price of $1.01 per share (the closing sale price of our common stock on March 5, 2025), you will experience immediate dilution of $0.46 per share with respect to pro forma net tangible book value per share as of December 31, 2024 (adjusted to give effect to the sale of 2,050,000 shares in our recent underwritten public offering and the receipt of the proceeds therefrom). Further, the future exercise of any outstanding options to purchase shares of our common stock or the conversion of outstanding shares of our Series B Preferred Stock will cause you to experience additional dilution. See “Dilution.”

Future issuances or sales, or the potential for future issuances or sales, of our common stock may cause the trading price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.

We reserve the right to make future offers and sales, either public or private, of our securities including shares of common stock or preferred stock, or securities convertible into, or exercisable for, our common stock at prices differing from the offering price per share of our common stock offered hereby. There can be no assurance that we will be able to successfully complete any such future offerings; however, in the event that any such future sales of securities are effected, your pro rata ownership interest may be reduced to the extent of any such issuances and, to the extent any such sales are effected at consideration which is less than that paid by you, you may experience dilution. Moreover, to the extent we issue shares of restricted stock, stock appreciation rights, options or warrants to purchase our common stock in the future and those shares of restricted stock, options or warrants are exercised or as the shares of restricted stock vest, our stockholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders.

Shares to be issued in future equity offerings could cause the market price of our common stock to decline and could have an adverse effect on our earnings per share. In addition, future sales of our common stock or other securities in the public markets, or the perception that these sales may occur, could cause the market price of our common stock to decline, and could materially impair our ability to raise capital through the sale of additional securities.

The market price of our common stock could decline due to sales, or the announcements of proposed sales, of a large number of common stock in the market, including sales of common stock by our large stockholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock.

Resales of substantial amounts of the shares of our common stock issued in this offering, together with shares of our common stock issuable upon conversion or exercise of currently outstanding derivative securities, could have a negative effect on our stock price.

Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment.

Currently, we anticipate we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of any existing or future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock, if any, will provide a return to investors in this offering for the foreseeable future.

USE OF PROCEEDS

We may issue and sell shares of our common stock, from time to time, having aggregate gross sales proceeds of up to $4,650,000. The amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. Because there is no minimum offering amount required as a condition of this offering, the actual total public offering amount, commissions, and proceeds to us, if any, are not determinable at this time. There can be no assurance we will be able to sell any shares under, or fully utilize, the Equity Distribution Agreement with Maxim as a source of financing.

We will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Currently, we intend to use the net proceeds from this offering, if any, to repay or retire indebtedness and for general working capital and corporate purposes.

As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering, if any. As a result, our management will have broad discretion regarding the timing and application of the net proceeds from this offering.

We may require additional financing in the future to operate and/or further expand our business and to repay outstanding indebtedness. We are not able at this time to predict the amount or potential source of such additional funds and we have no current commitment to obtain such funds. There can be no assurance that additional financing on acceptable terms will be available to us when needed, if at all. Pending use of the net proceeds from the offering, we may make temporary investments in short-term, high-grade, interest-bearing instruments.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our businesses and do not anticipate paying any cash dividends in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments or under Nevada corporations law.

DILUTION

If you purchase shares of common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock in this offering and the net tangible book value per share of our common stock immediately after this offering. The pro forma net tangible book value of our common stock as of December 31, 2024, was approximately $21.5 million, or approximately $0.51 per share of our common stock based upon 42,237,820 shares outstanding (and after giving effect to the sale of 2,050,000 shares in our recent underwritten public offering and the receipt of the proceeds therefrom; but does not take into effect the following: the conversion of 36,058 shares of Series B Preferred Stock into 721,160 shares of common stock in February 2025; the cancellation of 84,632 unvested shares of restricted stock upon employee terminations in January and February 2025; and the repurchase of 11,006 shares to satisfy tax withholdings for restricted stock awards in January 2025). Net tangible book value per share is equal to our total tangible assets, less our total liabilities, divided by the total number of shares of common stock outstanding as of December 31, 2024, as adjusted as provided hereinabove.

Net tangible book value dilution per share to investors participating in this offering represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the “as adjusted” net tangible book value per share of our common stock immediately after this offering.

After giving effect to the assumed sale of 4,603,960 shares of our common stock in this offering at an assumed offering price of $1.01 per share, the last reported sale price of our common stock on the NYSE American on March 5, 2025, and after deducting estimated offering commissions and expenses payable by us, our as adjusted net tangible book value would have been approximately $25.9 million or $0.55 per share of common stock, as of December 31, 2024. This represents an immediate increase in the pro forma net tangible book value of approximately $0.04 per share to existing stockholders and an immediate dilution of approximately $0.46 per share to investors in this offering.

The following table illustrates this per share dilution to new investors:

The foregoing table and discussion above are based on 42,237,820 shares of our common stock outstanding as of December 31, 2024 (after giving effect to the sale of 2,050,000 shares in our recent underwritten public offering and the receipt of the proceeds therefrom), and excludes:

To the extent that any options are exercised, new options are granted under our 2021 Omnibus Equity Incentive Plan or we otherwise issue additional shares of common stock or securities convertible into or exercisable for our shares of common stock in the future (including shares issued in connection with one or more acquisitions we may make), there may be further dilution to new investors. To the extent we raise additional capital through sales of our shares of common stock or convertible securities, there may be further dilution.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

DESCRIPTION OF SECURITIES WE ARE OFFERING

We may offer and sell under this prospectus supplement shares of our common stock having an aggregate offering price of up to $4,650,000. The following is a brief description of our shares of common stock. You should refer to the accompanying prospectus, our articles of incorporation and our bylaws for more information about our capital stock, including our shares of common stock.

Common Stock

General. We are authorized to issue up to 900,000,000 shares of common stock. As of December 31, 2024, after giving effect to our recent underwritten public offering that closed on January 28, 2025, 42,237,820 shares of our common stock were issued and outstanding. All the issued and outstanding shares of common stock were fully paid and non-assessable.

Voting Rights. Each holder of common stock is entitled to one non-cumulative vote for each share held on all matters to be voted upon by stockholders.

Dividends. The holders of common stock, after any preferences of holders of any preferred stock, are entitled to receive dividends when and if declared by the board of directors out of legally available funds.

Liquidation and Dissolution. If we are liquidated or dissolved, the holders of the common stock will be entitled to share in our assets available for distribution to stockholders in proportion to the amount of common stock they own. The amount available for common stockholders is calculated after payment of liabilities. Holders of any preferred stock may receive a preferential share of our assets before the holders of the common stock receive any assets.

Other Rights. Holders of the common stock have no right to:

Holders of shares of the common stock are not required to make additional capital contributions.

The foregoing description of our shares of common stock is based upon, and qualified in its entirety by reference to, our amended and restated articles of incorporation, as amended, our amended and restated bylaws and applicable provisions of Nevada law. You should read our amended and restated articles of incorporation, as amended, and our amended and restated bylaws for a more detailed description of our securities.

Holders

As of March 5, 2025, we had 362 holders of record of our common stock. The number of holders of record does not include certain beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Options and Restricted Stock

As of December 31, 2024, the following stock options and shares of restricted stock have been issued and are outstanding pursuant to our 2021 Omnibus Equity Incentive Plan:

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Issuer Direct Corporation, 500 Perimeter Park Drive, Morrisville, North Carolina 27560; telephone number: 877.481.4014.

Stock Exchange Listing

Our common stock is listed on the NYSE American under the symbol “MGLD”.

PLAN OF DISTRIBUTION

On March 7, 2025, we entered into the Equity Distribution Agreement with Maxim pursuant to which we may issue and sell shares of our common stock, from time to time, through or to Maxim, acting as our agent or as principal, with an aggregate market value of up to $4,650,000. Sales of our common stock, if any, will be made at market prices by any method that is deemed to be an “at the market offering” of equity securities as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the NYSE American or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Maxim as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. The Equity Distribution Agreement will be filed as an exhibit to a Current Report on Form 8-K on the date of this prospectus supplement and will be incorporated by reference into the Registration Statement and this prospectus supplement. This summary of the material provisions of the Equity Distribution Agreement does not purport to be a complete statement of its terms.

Under the terms of the Equity Distribution Agreement, until May 28, 2025, the sales price of our shares in this offering is subject to a minimum price of $1.50 per share, unless we and Maxim mutually agree upon a lower sales price.

Each time that we wish to issue and sell shares of our common stock under the Equity Distribution Agreement, we will provide Maxim with a placement notice describing the amount of shares to be sold, the time period during which sales are requested to be made, any limitation on the amount of shares of our common stock that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice, Maxim, acting as our sales agent, will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American, to sell shares of our common stock under the terms and subject to the conditions of the placement notice and the Equity Distribution Agreement. We or Maxim may suspend the offering of shares of our common stock pursuant to a placement notice upon notice.

Settlement for sales of common stock will occur on the first trading day (or such shorter settlement cycle as may be in effect under Rule 15c6-1 under the Securities Exchange Act from time to time) following the date on which any sales are made, or on some other date that is agreed upon by us and Maxim in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our common stock as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Maxim may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The aggregate compensation payable to Maxim as sales agent is equal to 3.0% of the gross sales price of the shares sold through it pursuant to the Equity Distribution Agreement. Pursuant to the terms of the Equity Distribution Agreement, we have agreed to reimburse Maxim for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Equity Distribution Agreement in an amount not to exceed $25,000 in the aggregate in addition to up to $2,500 quarterly for Maxim’s counsel’s fees and any incidental expenses to be reimbursed by us.

We estimate that the total expenses for this offering, excluding the commissions payable as compensation to Maxim, will be approximately $80,500. The remaining sales proceeds after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such shares of common stock.

There are no minimum sale requirements as a condition to this offering. Accordingly, the actual total public offering price, commissions and net proceeds to us, if any, are not determinable at this time. The actual dollar amount and number of shares of common stock we will sell pursuant to this prospectus supplement and the accompanying prospectus will depend, among other things, on market conditions and our capital raising requirements. Maxim is not required to sell any certain number of shares or dollar amount of our common stock, but Maxim will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on our behalf all of the shares of common stock requested to be sold by us, subject to the conditions set forth in the Equity Distribution Agreement.

In connection with the sales of our common stock on our behalf, Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to Maxim will be deemed to be underwriting commissions or discounts.

Maxim will not engage in any market making activities involving shares of our common stock while the offering is ongoing under this prospectus if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. As our sales agent, the Sales Agent will not engage in any transactions that stabilizes shares of our common stock.

To the extent any sales are made, we will report at least quarterly the number of shares of common stock sold through Maxim under the Equity Distribution Agreement, the net proceeds to us and the compensation paid by us to Maxim in connection with the sales of common stock.

In the event we sell shares to Maxim as principal, we will enter into a separate terms sheet or agreement with Maxim with regard thereto.

The offering of our shares of common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all of our shares of common stock subject to the Equity Distribution Agreement or (ii) twelve (12) months from the date of the Equity Distribution Agreement. In addition, we shall have the right, upon ten (10) days’ prior written notice to Maxim, to terminate the Equity Distribution Agreement in our sole discretion. Maxim shall have the right to terminate the Equity Distribution Agreement if, in its sole discretion, it is not satisfied with the results of its and its representatives’ review of us and our business.

Indemnification

We have agreed to provide indemnification and contribution to Maxim against certain liabilities, including civil liabilities under the Securities Act and Securities Exchange Act.

This summary of the material provisions of the Equity Distribution Agreement does not purport to be a complete description of its terms and conditions. A copy of the Equity Distribution Agreement is filed with the SEC and is incorporated by reference into the registration statement of which this prospectus supplement forms a part. See the section entitled “Where You Can Find More Information.”

Our Relationships with Maxim

Maxim and its affiliates may in the future engage in investment banking transactions and other commercial dealings in the ordinary course of business with us or our affiliates. Maxim and its affiliates may in the future receive customary fees and commissions for these transactions.

In addition, in the ordinary course of its business activities, Maxim and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Maxim and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Maxim and its affiliates have provided us certain investment banking services in the ordinary course of their businesses, for which they have received customary fees and commissions, as follows:

Recent Note Financing

On September 19, 2024, we entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”), pursuant to which we issued and sold to Streeterville a secured promissory note in the principal amount of $4.38 million. Maxim acted as placement agent for the transaction and was paid a commission equal to 7% of the gross cash proceeds from the sale of the note or an aggregate of $280,000. See “The Offering – Certain Recent Developments – Recent Note Financing.”

Recent Equity Financing

On January 28, 2025, we closed on the sale of an aggregate of 2,050,000 shares of our common stock at a price to the public of $1.10 per share (before deduction of underwriting discounts payable to Maxim equal to 8% of the price to the public per share, or an aggregate of $180,400) in a firm commitment underwritten public offering for which Maxim acted as sole underwriter and book-running manager. In addition, we reimbursed Maxim’s counsel fees in the aggregate amount of $50,000. Further, in connection with the offering, pursuant to the underwriting agreement we entered into with Maxim, dated January 26, 2025 (“Underwriting Agreement”), we granted Maxim a 45-day option to purchase up to an additional 307,500 shares of common stock at the public offering price before deduction of underwriting discounts and commissions (“overallotment option”). As of the date of this prospectus supplement, Maxim has not exercised its overallotment option and there can be no assurance that it will do so. See “The Offering – Certain Recent Developments – Recent Equity Financing.”

Right of First Refusal

Pursuant to the terms of the Underwriting Agreement we entered into with Maxim in connection with our recent underwritten public offering, we agreed that, until and including January 25, 2026, Maxim will have a right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales agent, for any and all future registered offerings or private placements of our equity, equity-linked or debt securities for which we retain the service of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such period. Also, we have agreed not to offer to retain any entity or person in connection with such an offering on terms more favorable that the terms on which we offer to retain Maxim.

Lock-Up Agreements

Subject to certain limited exceptions, upon closing of our recent underwritten public offering, we agreed until May 28, 2025, not to (i) offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without Maxim’s prior written consent; and (ii) each of our directors, officers, and affiliates who were holders of our shares as of January 26, 2025, (and all holders of securities exercisable for or convertible into shares of our common stock) has agreed, until May 28, 2025, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities, including shares of common stock issuable upon exercise of currently outstanding options granted to any such person; provided that our employees who are issued shares pursuant to our employee incentive plans that have vested or vest in the future are not subject to such restriction.

Maxim may in its sole discretion and at any time without notice release some or all of the shares subject to lock-up agreements prior to the expiration of the lock-up period. When determining whether or not to release shares from the lock-up agreements, Maxim will consider, among other factors, the security holder’s reasons for requesting release, the number of shares for which the release is being requested and market conditions at the time.

Electronic Distribution

This prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by Maxim. In connection with this offering, Maxim may distribute this prospectus supplement and the accompanying prospectus electronically. No forms of electronic prospectus other than this electronic prospectus supplement and the accompanying prospectus that are printable as Adobe^® PDF will be used in connection with this offering.

Other than this prospectus supplement and accompanying prospectus in electronic format, the information on Maxim’s website is not part of the prospectus supplement, accompanying prospectus, or the registration statement of which this prospectus supplement and accompanying prospectus form a part, and has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter and should not be relied upon by investors.

LEGAL MATTERS

Certain legal matters in connection with the securities offered hereby will be passed upon by Somertons, PLLC, Washington, D.C. Certain other legal matters in connection with this offering will be passed upon for the sales agent by Pryor Cashman LLP, New York, NY.

EXPERTS

The consolidated financial statements of The Marygold Companies, Inc. as of June 30, 2024 and 2023, and for each of the two years in the period ended June 30, 2024, incorporated by reference in this prospectus supplement and the accompanying prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2024, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. You can also obtain copies of materials we file with the SEC from our website found at www.themarygoldcompanies.com. Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus supplement and the accompanying prospectus and should not be relied upon in connection with making an investment decision.

This prospectus supplement and the accompanying prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus supplement and the accompanying prospectus do not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s internet site.

References in this prospectus supplement and the accompanying prospectus to any of our contracts or other documents are not necessarily complete, and each such reference is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC permits us to “incorporate by reference” into this prospectus supplement and the accompanying prospectus information we file with the SEC in other documents. This means we can disclose important information to you by referring you to other documents that contain that information. The information we incorporate by reference is considered to be part of this prospectus supplement. Information contained in this prospectus supplement and the accompanying prospectus and information we file with the SEC in the future and that we incorporate by reference in this prospectus supplement and the accompanying prospectus automatically updates and supersedes previously filed information. We incorporate by reference herein the documents listed below and any future filings we make after the date of the initial filing of the registration statement of which this prospectus supplement and the accompanying prospectus are a part with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until the offering of the securities covered by this prospectus supplement is completed or terminated:

Notwithstanding the foregoing, we are not incorporating by reference herein any filing, document or information deemed to have been furnished and not filed in accordance with SEC rules or forms. A statement contained in a document incorporated by reference into this prospectus supplement, or the accompanying prospectus, shall be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying prospectus to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document which is also incorporated in this prospectus supplement modifies or replaces such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement of the accompanying prospectus.

You may obtain any of the documents incorporated by reference into this prospectus supplement from the SEC through the SEC’s website at the address provided above. You may request a copy of these documents, which will be provided to you at no cost, by writing to or telephoning:

Secretary

The Marygold Companies, Inc.

120 Calle Iglesia

Unit B

San Clemente, California 92672

(949) 429-5370

You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement or in any document incorporated herein by reference is accurate as of any date other than the date on the front cover of the applicable document.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR

SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to provisions of our amended and restated articles of incorporation, as amended, and our amended and restated bylaws, or otherwise, the registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

THE MARYGOLD COMPANIES, INC.

Common Stock

MAXIM GROUP LLC

PROSPECTUS SUPPLEMENT

March 7, 2025

THE MARYGOLD COMPANIES, INC.

$100,000,000

Common Stock

Preferred Stock

Warrants

Units

We may offer and sell from time to time in one or more offerings under this prospectus shares of common stock (“common stock”), preferred stock (“preferred stock”), and warrants to purchase shares of preferred stock or common stock (“warrants”) of The Marygold Companies, Inc., a Nevada corporation (“Marygold,” “Company,” “we,” “our,” or “us”), or any combination of the foregoing, either individually or as units of any one or more of such securities (“units”). We refer to the common stock, preferred stock, warrants and units collectively as “securities.” The aggregate initial offering price of all securities that may be offered and sold under this prospectus will not exceed $100,000,000. This prospectus provides a general description of the securities we may offer and certain other information about us. We may offer the securities in amounts, at prices, and on terms determined at the time of the offering.

We will provide the specific terms of the securities to be offered and the specific manner in which they may be offered in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read this prospectus, any accompanying prospectus supplement, and any related free writing prospectus, together with the documents we incorporate herein by reference, carefully before you invest in any of these securities.

We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. See “Plan of Distribution.” We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. We reserve the sole right to accept and, together with any agents, dealers and underwriters, the right to reject, in whole or in part, any proposed purchase of the securities. If any agent, dealer or underwriter is involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of the securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution.

Our common stock is listed on the NYSE American under the symbol “MGLD.” The last reported sale price of the common stock on the NYSE American on December 16, 2024, was $1.50 per share.

As of December 16, 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 $13.3 million, which is calculated based on 8,840,779 shares of our common stock outstanding held by non-affiliates and a price of $1.50 per share, the closing price of our common stock on December 16, 2024, as reported on the NYSE American. During the prior 12 calendar month period that ends on and includes the date of this prospectus, we have not offered or sold any of our common stock or other securities pursuant to General Instruction I.B.6 to the Form S-3. Pursuant to General Instruction I.B.6 to the Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with an aggregate market value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Investing in our securities involves a high degree of risk. See “Risk Factors” contained herein for more information on these risks. Additional risks will be described in the related prospectus supplements under the heading “Risk Factors.” You should review that section of the related prospectus supplements for a discussion of matters that investors in our securities should consider.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 27, 2024.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus, any prospectus supplement or amendment hereto or any free writing prospectus we furnish to you. We have not authorized anyone to provide you with different information. We may offer to sell, and seek offers to buy, shares of our securities only in jurisdictions where offers and sales are permitted.

ABOUT THIS PROSPECTUS

We have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (“Securities Act”), with respect to the securities registered hereby using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. This prospectus provides you with a general description of the securities which may be offered. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, or update, information contained in this prospectus. You should read both this prospectus, any prospectus supplement, and any free writing prospectus, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find Additional Information” and “Incorporation of Documents by Reference.”

We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus, the accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, the accompanying prospectus supplement, or any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

You should not assume that the information contained in this prospectus, any applicable prospectus supplement, or any related free writing prospectus is accurate on any date subsequent to the date of this prospectus or that any information we have incorporated herein by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement, or any related free writing prospectus is delivered or securities are sold on a later date.

You should note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.

As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or at the SEC’s offices described below under the heading “Where You Can Find Additional Information.”

In this prospectus, unless the context otherwise requires, references to “Marygold,” “Company,” “we,” “our,” or “us,” refer to The Marygold Companies, Inc., a Nevada corporation, and its subsidiaries. Our logo, trademarks and service marks are the property of Marygold. Other trademarks or service marks appearing in this prospectus are the property of their respective holders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement, any related free writing prospectus and the documents incorporated by reference herein or therein contain, in addition to historical information, certain forward-looking statements within the meaning of Section 27A of the Securities Act or 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulatory environment and availability of resources. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should”, “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus or any accompanying prospectus supplement or incorporated herein by reference.

Risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found in this prospectus and any accompanying prospectus supplement under the heading “Risk Factors” and in our Annual Report on Form 10-K for the year ended June 30, 2024, under the headings “Risk Factors” and “Business,” and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, under the heading “Risk Factors,” as the same may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, any accompanying prospectus supplement and incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere or incorporated by reference into this prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus, the accompanying prospectus supplement, including all documents incorporated herein by reference, carefully, especially the “Risk Factors” contained in or incorporated by reference into this prospectus and any accompanying prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus and accompanying prospectus supplement, including our Annual Report on Form 10-K for the year ended June 30, 2024, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and our other SEC filings, as well as our consolidated financial statements and related notes and other information incorporated by reference into this prospectus and accompanying prospectus supplement before making an investment decision with respect to our securities. Please see the sections titled “Where You Can Find Additional Information” and “Incorporation of Documents by Reference” in this prospectus.

Overview of Our Business

The Marygold Companies, Inc., a Nevada corporation (together with its subsidiaries, “Marygold,” “Company,” “we,” “our” or “us”), is a holding company which operates through its wholly owned subsidiaries engaged in certain diverse business activities listed below:

Human capital and resources are an integral part of our businesses. Our business units employed 116 people located in various parts of the world such as, New Zealand, Canada, Great Britain and the United States as of the fiscal year ended June 30, 2024. This includes all full and part-time employees as well as executives at our corporate headquarters in San Clemente, California. Consistent with our decentralized management philosophy, our operating business units individually establish competitive compensation packages to attract, retain and reward people within their organizations. Given the varied business activities, our business units have policies and practices to address, among other things, maintaining a safe working environment, eliminating workplace harm, both mental and physical, providing various health and retirement benefits, as well as incentives to recognize and reward performance on an individual and company goal performance basis.

Certain Recent Developments

Recent Note Financing

On September 19, 2024, we entered into a note purchase agreement (“Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (“Holder”), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $4,380,000 (“Initial Note”) payable on or before 24 months from the issuance date (“Maturity Date”) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (“Subsequent Note”) (Initial Note and Subsequent Note, “Notes”). The initial principal amount of the Notes includes an original issue discount of 9% and expenses the Company agreed to pay to the Holder to cover the Holder’s transaction costs. The original issue discount of the Initial Note was $360,000. Interest on the principal amount of the Notes accrues at a rate of 9% per annum. We may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an additional amount payable equal to 6% of the portion of the outstanding balance (including accrued interest) being repaid. The Subsequent Note would have a principal amount of $2,180,000, which will have terms substantially similar to the terms of the Initial Note. The original issue discount on the Subsequent Note, if issued, will be $180,000.

The Purchase Agreement contains certain covenants and agreements, including that we will not pledge or grant any lien or security interest in our or our subsidiaries’ assets without the Holder’s prior written consent and that we will file reports under the Securities Exchange Act timely, and that our shares will continue to be listed or quoted on the NYSE American or Nasdaq. Also, without the Holder’s prior written consent, we may not: issue, incur or guarantee any debt obligations other than trade payables in the ordinary course; issue any security that has conversion rights in which the number of shares varies with the market price of our shares; issue any securities convertible into our shares with a conversion price that varies with the market price of our shares; issue any securities that have a conversion or exercise price subject to a reset due to a change in the market price of our shares or upon the occurrence of certain events related to our business (but excluding certain standard antidilution protection for any reorganization, recapitalization, noncash dividend, stock split or similar transaction); issue any securities pursuant to an equity line of credit, standby equity purchase agreement or similar arrangement. The Purchase Agreement also contains a most favored nations provision that provides we will grant to the Holder the same terms as we offer any subsequent investor in our debt securities and certain arbitration provisions in the event of a claim arising under the Purchase Agreement or other transaction documents.

The Notes contain certain trigger events, including in the event that: (a) we fail to pay any amount when due; (b) a receiver or trustee is appointed with respect to our assets; (c) we become insolvent; (d) we make an assignment for the benefit of creditors; (e) we file a petition under bankruptcy, insolvency or similar laws; (f) an involuntary bankruptcy proceeding is filed against us; (g) a “fundamental transaction” occurs without Holder’s prior written consent: (h) we, USCF or any of the USCF subsidiaries, fail to observe covenants in our agreements with the Holder; (i) we default in observing or performing any covenant in the transaction documents; (j) any representation in the transaction documents is or becomes false or incorrect; (i) we effect a reverse stock split without 20 trading days’ prior written notice to the Holder; (k) any judgment is entered against us for more than $500,000 which remains unstayed for more than 20 days unless consented to by the Holder; (m) our shares cease to be DTC (Depositary Trust Company) eligible; or (n) we breach any covenant or agreement in any other agreement with Holder or in any financing or other agreement that affects our ongoing business operations. A “fundamental transaction” occurs if: we merge with another entity; we dispose of all or substantially all of our assets, we allow more than 50% of our voting shares to be acquired by another person; we enter into a share purchase agreement with a third party that acquires more than 50% of our shares; we recapitalize or reclassify our shares; we transfer a material asset to a subsidiary; we pay a dividend to our stockholders; or any person or group becomes the beneficial owner of 50% of the ordinary voting power of our shares. Upon the occurrence of a trigger event, the Holder may increase the amount outstanding under a Note by 10% for an event described in (a) through (h) above or 5% for an event described in (i) through (n) above (a “default amount”). Alternatively, the Holder may treat the trigger event as an event of default and demand repayment of the Note, subject to a five-day cure period, together with any applicable default amount.

Our obligations under the Note are secured by: (i) a pledge of all the common stock the Company owns in USCF Investments, Inc. and (ii) a security interest in all of the assets of the Company. Further, the Company’s Chief Executive Officer’s trust, Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), provided: (i) a guaranty of the Company’s obligations to the Holder under the Note and (ii) a pledge of all of the common stock of the Company owned by the Gerber Trust.

Beginning on the date that is six months from the issuance date until the applicable Note is paid in full, each month the Holder has the right to require the Company to redeem up to an aggregate of $400,000 with respect to the Initial Note and $200,000 with respect to the Subsequent Note plus any interest accrued thereunder and an exit fee of 6% of the principal amount and accrued interest redeemed. The Company has the right to defer such redemption payments that Holder could otherwise elect to make three times by providing advance written notice to Holder. If Company exercises its deferral right, the outstanding balance automatically increased by 0.85% for each instance that the deferral right is exercised by Company, which cannot be exercised more than once every ninety calendar days.

Pursuant to the terms of the Purchase Agreement, beginning on the date of the issuance and sale of the Note and ending 24 months later, Holder will have the right, but not the obligation, with Company’s prior written consent, to reinvest up to an additional $10,000,000 in the Company on the same terms and conditions as the Notes (structured as two tranches of $5,000,000 each).

The Company engaged Maxim Group LLC to serve as placement agent for the transaction between the Company and Holder in exchange for an aggregate commission equal to 7% of the gross cash proceeds received from the sale of the Notes.

As of September 30, 2024, the note payable balance outstanding, net of the original issue discount and fees paid, was $3.7 million, of which $2.8 million is due within 12 months from September 30, 2024 and the remaining balance of $0.9 million is due prior to September 30, 2026.

Securities We May Offer

We may offer shares of our common stock, shares of preferred stock, warrants to purchase our preferred stock or common stock, or a combination of the foregoing securities, either individually or in units, from time to time under this prospectus, together with any applicable prospectus supplement and related free writing prospectus, at prices and on terms determined by market conditions at the time of an offering. Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities being offered.

A prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update, or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and net proceeds to us. The following is a summary of the securities we may offer with this prospectus.

Common Stock

Currently, we have authorized 900,000,000 shares of common stock, $.001 par value per share (“common stock”). As of December 12, 2024, 40,187,820 shares of our common stock were issued and outstanding. We may offer shares of our common stock either alone or underlying registered shares of preferred stock or warrants to purchase our common stock or as part of a unit. Holders of our common stock are entitled to such dividends as our board of directors may declare from time to time out of legally available funds, subject to the preferential rights of the holders of any shares of our preferred stock that we may issue in the future. Currently, we do not pay any dividends on our common stock. Each holder of our common stock is entitled to one vote per share. In this prospectus, we provide a general description of, among other things, the rights and restrictions that apply to holders of our common stock.

Preferred Stock

Currently, we have authorized 50,000,000 shares of preferred stock, $.001 par value per share (“preferred stock”), of which 45,000,000 have been designated as Series B Convertible, Voting, Preferred Stock (“Series B Preferred Stock”). As of December 12, 2024, 49,360 shares of Series B Preferred Stock were issued and outstanding. Each outstanding share of Series B Preferred Stock is convertible into 20 shares of our common stock and votes pari passu with holders of our common stock on an “as if converted” basis on all matters presented to our stockholders for a vote and, currently, we do not pay any dividends on our Series B Preferred Stock.

We may offer shares of our preferred stock either alone, underlying warrants, or as part of a unit. Our board of directors has the authority to issue from time to time up to 44,950,640 additional shares of Series B Preferred Stock. Also, our board of directors, within the limitations and restrictions of our articles of incorporation, has the authority to issue from time-to-time up to 5,000,000 shares of preferred stock in one or more series and to fix the terms, limitations, relative rights and preferences and variations of each series.

Subject to limitations prescribed by law, our board of directors is authorized at any time to: issue one or more additional series of preferred stock; determine the designations for any such series of preferred stock; and determine the number of shares in any series. Our board of directors is also authorized to determine, for each such additional series of preferred stock: whether dividends on that series of preferred stock will be cumulative and, if so, from which date; the dividend rate; the dividend payment date or dates; any conversion provisions applicable to that series of preferred stock; the liquidation preference per share of that series of preferred stock, if any; any redemption or sinking fund provisions applicable to that series of preferred stock; the voting rights of that series of preferred stock, if any; and the terms of any other preferences or special rights applicable to that series of preferred stock. This prospectus contains only general terms and provisions of the preferred stock. The applicable prospectus supplement will describe the terms of the preferred stock being offered thereby. We will incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of the series of preferred stock we are offering before the issuance of shares of that series of preferred stock. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of preferred stock being offered, as well as the complete certificate of designations that contains the terms of the preferred stock.

Warrants

We may offer warrants for the purchase of shares of our preferred stock or common stock. We may issue the warrants by themselves or together with common stock and/or preferred stock. The warrants may be attached to or separate from our common stock or preferred stock. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants may be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our board of directors or a committee of the board of directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement will describe the specific terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of warrants being offered, as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference into the registration statement, of which this prospectus is a part, from reports we file with the SEC.

Units

We may offer units consisting of our common stock, preferred stock, and/or warrants to purchase our preferred stock or common stock in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank, trust company or other agent that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. This prospectus contains only a summary of certain general features of the units. The applicable prospectus supplement will describe the particular features of the units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and will be incorporated by reference into the registration statement, of which this prospectus is a part, from reports we file with the SEC.

Risks Factors

Investing in our securities involves a high degree of risk. Prior to deciding to invest in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this prospectus and the applicable prospectus supplement, together with all the other information contained in or incorporated by reference in this prospectus or the applicable prospectus supplement. You should also see the risk factors discussed under the heading “Risk Factors” under Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2024, and Part II of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, each as amended or supplemented or superseded from time to time by other reports we file with the SEC in the future, which are incorporated by reference in this prospectus and any prospectus supplement related to a specific offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the securities offered.

Corporate Information

We were incorporated in the State of Nevada on April 20, 2005, under the name Concierge Technologies, Inc., and, on March 10, 2022, we changed our name to The Marygold Companies, Inc. Our principal executive offices are located at, and our mailing address is: 120 Calle Iglesia, Unit B. San Clemente, California 92672. Our main telephone number is: 949-429-5370. Our corporate website address is: www.themarygoldcompanies.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon with respect to any offering.

USE OF PROCEEDS

Currently, except as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we intend to use the net proceeds from the sale of the securities offered under this prospectus for working capital and general corporate purposes. We may also use the net proceeds to invest in or acquire other businesses, products, or technologies, although we have no current commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds, we intend to invest the proceeds in short-term, investment-grade, interest-bearing instruments.

Each time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including our future capital expenditures, the amount of cash required by our operations, and our expected future revenue growth, if any.

DESCRIPTION OF OUR CAPITAL STOCK

The following description of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. This description of our capital stock is based upon, and qualified in its entirety by reference to, our Amended and Restated Articles of Incorporation (our “articles of incorporation”), our Amended and Restated By-laws (our “bylaws”), certifications of designations related to our preferred stock, amendments thereto, and applicable provisions of Nevada corporations’ law. You should read our articles of incorporation, certifications of designations related to our preferred stock, amendments to the foregoing, and our bylaws for a more detailed description of our securities.

Authorized Capital Stock

Our authorized capital stock consists of 900,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

General. We are authorized to issue up to 900,000,000 shares of common stock. As of December 12, 2024, 40,187,820 shares of our common stock were issued and outstanding. All the issued and outstanding shares of common stock were fully paid and non-assessable.

Voting Rights. Each holder of common stock is entitled to one non-cumulative vote for each share held on all matters to be voted upon by stockholders.

Dividends. The holders of common stock, after any preferences of holders of any preferred stock, are entitled to receive dividends when and if declared by the board of directors out of legally available funds.

Liquidation and Dissolution. If we are liquidated or dissolved, the holders of the common stock will be entitled to share in our assets available for distribution to stockholders in proportion to the amount of common stock they own. The amount available for common stockholders is calculated after payment of liabilities. Holders of any preferred stock may receive a preferential share of our assets before the holders of the common stock receive any assets.

Other Rights. Holders of the common stock have no right to:

Holders of shares of the common stock are not required to make additional capital contributions.

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock and have designated 45,000,000 shares as Series B Preferred Stock. As of December 12, 2024, 49,360 shares of Series B Preferred Stock were issued and outstanding. See “Description of our Capital Stock - Series B Preferred Stock,” below. We may offer shares of our preferred stock either alone or as part of a unit. Our board of directors has the authority to issue from time to time up to 44,950,640 additional shares of Series B Preferred Stock. Also, our board of directors, within the limitations and restrictions of our articles of incorporation, has the authority to issue from time-to-time up to 5,000,000 shares of preferred stock in one or more series and to fix the terms, limitations, relative rights and preferences and variations of each series.

Our board of directors, within the limitations and restrictions of our articles of incorporation and Nevada law, has the authority to issue from time-to-time shares of preferred stock in one or more series and to fix the terms, limitations, relative rights and preferences and variations of each series.

Subject to limitations prescribed by law, our board of directors is authorized at any time to:

Our board of directors is also authorized to determine for each series of preferred stock:

New issuances of shares of preferred stock with voting rights can affect the voting rights of the holders of outstanding shares of preferred stock and common stock by increasing the number of outstanding shares having voting rights and by the creation of class or series voting rights. Furthermore, additional issuances of shares of preferred stock with conversion rights can have the effect of increasing the number of shares of common stock outstanding up to the amount of common stock authorized by the articles of incorporation and can also, in some circumstances, have the effect of delaying or preventing a change in control of Marygold or otherwise adversely affect the rights of holders of outstanding shares of preferred stock and common stock. To the extent permitted by our articles of incorporation, a series of preferred stock may have preferences over the common stock (and other series of preferred stock) with respect to dividends and liquidation rights.

Series B Preferred Stock

We have designated a series of our Preferred Stock named Series B Convertible, Voting, Preferred Stock consisting of 45,000,000 shares (“Series B Preferred”). Each share of Series B Preferred Stock is convertible into 20 shares of our common stock and, until converted, has 20 votes on all matters brought before the stockholders for a vote. As of the date of this prospectus, there were 49,360 shares of Series B Preferred Stock outstanding that are convertible into 987,200 shares of our common stock.

Options and Restricted Stock Rights

As of December 12, 2024, the following stock options and shares of our common stock issued pursuant to restricted stock grants are issued and outstanding pursuant to our 2021 Omnibus Equity Incentive Plan:

Future Issuances of Preferred Stock

New issuances of shares of preferred stock with voting rights can affect the voting rights of the holders of outstanding shares of preferred stock and common stock by increasing the number of outstanding shares having voting rights and by the creation of class or series voting rights. Furthermore, additional issuances of shares of preferred stock with conversion rights can have the effect of increasing the number of shares of common stock outstanding up to the amount of common stock authorized by the articles of incorporation and while providing flexibility in connection with possible acquisitions and other corporate purposes, could in some circumstances have the effect of delaying or preventing a change in control of Marygold or otherwise adversely affecting the rights of holders of outstanding shares of preferred stock and common stock. To the extent permitted by our articles of incorporation, a series of preferred stock may have preferences over the common stock (and other series of preferred stock) with respect to dividends and liquidation rights.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Issuer Direct Corporation, 500 Perimeter Park Drive, Morrisville, North Carolina 27560; telephone number: 877.481.4014.

Stock Exchange Listing

Our common stock is listed on the NYSE American under the symbol “MGLD”.

This foregoing description of our capital stock is based upon, and qualified in its entirety by reference to, our amended and restated articles of incorporation, certificates of designations for our preferred stock, amendments to the foregoing, and our amended and restated bylaws and applicable provisions of Nevada law. You should read our articles of incorporation, certificates of designations for our preferred stock, amendments to the foregoing, and our bylaws for a more detailed description of our securities.

Applicable Anti-Takeover Law

The following is a summary of the provisions of our articles of incorporation, certificates of designations for our preferred stock, amendments to the foregoing, and our bylaws that could have the effect of delaying or preventing a change in control of our company. The following description is only a summary, and it is qualified by reference to our articles of incorporation, certificates of designations for our preferred stock, amendments to the foregoing, and our bylaws and relevant provisions of the Nevada Revised Statutes.

Board of Directors Vacancies

Our bylaws provide that only our board of directors may fill a vacancy arising from the death, resignation, disqualification or removal from office of any director, or otherwise, or if a new vacancy is created by an increase in the number of directors and such a director shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is duly elected and qualified. However, the board of directors may only fill a vacancy on the board of directors resulting from removal by the stockholders of a director if the stockholders fail to fill such vacancy at the meeting of the stockholders at which (or by the same written consent of the stockholders by which) stockholders voted to remove the director, such vacancy to be filled by the same vote of the stockholders as required to elect a director at an annual meeting of the stockholders.

The number of directors constituting our board of directors may be set only by the resolution of the majority of the incumbent directors to consist of not less than one (1) director and no more than 12.

Director Removal by Stockholders

A director may be removed from office, without assignment of any reason, by a vote of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote, or by not less than two-thirds of the class or series of stock that elected the director or director to be removed.

Enhanced Director Vote

At meetings of our board of directors, any director who does not own our shares of common stock or preferred stock is entitled to one (1) vote on matters presented to our board of directors. A director who owns our shares of common stock and/or preferred stock is entitled to cast a number of votes on matters presented to our board of directors equal to the product of (x) multiplied by (y), where: (x) is the percentage determined by dividing (A) the number of shares of common stock and preferred stock beneficially owned by such director (or any “group” of which such director is a member, as defined by Section 13(d) of the Securities Exchange Act, and the rules thereunder), on an as-converted, fully diluted basis, by (B) the number of issued and outstanding shares of our common stock and preferred stock, on an as-converted, fully diluted basis; and (y) is the total number of votes a director may cast at a board meeting. Such enhanced director voting right is suspended during any period in which (i) we are required to have a board comprised of a majority of directors that are “independent” as defined under the rules of a national securities exchange on which our shares are traded or (ii) such voting rights are prohibited under any law or regulation applicable to us, including the listing standards of any national securities exchange applicable to us in which event a director shall have one vote on matters brought before the board of directors. Pursuant to a voting agreement, dated January 27, 2015, between the Nicholas and Melinda Gerber Living Trust (“Gerber Trust”), of which Nicholas D. Gerber is a trustee, and the Schoenberger Family Trust (Schoenberger Trust”), of which Mr. Schoenberger is a trustee, the Gerber Trust and Schoenberger Trust have agreed to vote all shares of voting securities owned by them or subsequently acquired to elect Mr. Gerber and Mr. Schoenberger or their respective designees to the board of directors, to elect five other board designees mutually agreed upon by them, and to elect additional directors nominated pursuant to our bylaws and articles of incorporation. As of the date of this prospectus, the Gerber Trust and Schoenberger Trust own approximately 56% of our voting stock. Accordingly, through their respective trusts, Mr. Gerber and Mr. Schoenberger represent over 50% of the voting stock with respect to matters that may have a material impact on our strategy and shareholder rights. Because more than 50% of the combined voting power of all our outstanding voting stock is beneficially owned by Mr. Gerber, our CEO and a director, and Mr. Schoenberger, a director, we are deemed a “controlled company” as defined in Section 801(a) of the NYSE American Company Guide. As such, we are excepted from certain NYSE American rules requiring our board of directors to have a majority of independent directors, a compensation committee composed entirely of independent directors, and a nominating and governance committee composed entirely of independent directors.

Special Meeting of Stockholders

Our bylaws provide that special meetings of our stockholders may be called by our board of directors, the chairman of our board of directors, or by our president, and shall be called by the president or secretary at the written request of the holders of fifteen percent (15%) or more of the shares then outstanding and entitled to vote, or as otherwise required by law.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders who wish to present a business proposal at a meeting of stockholders called by a stockholder are required to give timely notice thereof in writing to the Secretary of the Company. Such notice must be received at our principal executive offices not less than 120 days before the date our proxy statement is released to stockholders in connection with the previous year’s annual meeting or as otherwise provided in our proxy materials for the most recent meeting of stockholders. However, if we did not hold an annual meeting in the previous year, or if the date of the current annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy materials. A stockholder’s notice shall set forth as to each matter the stockholder proposes to bring before the meeting: a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, the name and address, as they appear on our books, of the stockholder proposing such business, the class and number of our shares which are beneficially owned by the stockholder, and any material interest of the stockholder in such business.

Stockholders who wish to nominate a person for election as a director at a meeting of stockholders are required to give timely notice in writing to the Secretary of the Company. To be timely, such notice must be delivered to or mailed and received at our principal executive offices not less than 45 days or more than 75 days prior to the date on which we first mailed our proxy materials in connection with our previous year’s annual meeting (or the date on which we mail our proxy materials for the current year if during the prior year we did not hold an annual meeting or if the date of the annual meeting was changed by more than 30 days from the prior year) or as otherwise provided in the proxy statement for the prior year’s meeting at which directors were elected. Such stockholder’s notice shall set forth: as to each person whom the stockholder proposes to nominate for election or re-election as a director, the name, age, business address and residence address of the person, the principal occupation or employment of the person, the class and number of our shares which are beneficially owned by the person, the reasons why such person is qualified to serve as a director, and any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act; and as to the stockholder giving the notice: the name and record address of the stockholder, and the class and number of our shares beneficially owned by the stockholder. We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as a director

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval and may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans, subject to any requirement or limitation under the rules of any stock exchange or over the counter market on which our shares are then listed or quoted. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the warrants that we may offer from time to time under this prospectus, which may consist of warrants to purchase preferred stock or common stock and may be issued in one or more series. Warrants may be offered independently or together with common stock and preferred stock offered by any prospectus supplement and may be attached to or separate from those securities and may be offered as part of units of securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the specific terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We may issue the warrants under a warrant agreement that we will enter into with a warrant agent to be selected by us. If selected, the warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants. If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC or as otherwise permitted under SEC rules, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants. The warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

General

The terms of each issue of warrants and the warrant agreement relating to the warrants will be described in the applicable prospectus supplement, including, as applicable:

Holders of warrants will not be entitled, solely by virtue of being holders, to vote, receive dividends, or receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants. Until any warrants to purchase common stock are exercised, the holder of the warrants will not have any rights of holders of preferred stock or common stock that can be purchased upon exercise.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to us or the warrant agent as applicable.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Enforceability of Rights by Holders of Warrants

If selected, each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

DESCRIPTION OF UNITS

The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.

While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We will file as exhibits to the registration statement of which this prospectus is a part or will incorporate by reference from a Current Report on Form 8-K that we file with the SEC or as otherwise permitted under SEC rules, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

General

We may issue units comprised of one or more shares of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including:

The provisions described in this section, as well as those described under “Description of Capital Stock” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, or warrant included in each unit, respectively.

Unit Agent

The name and address of the unit agent, if any, for any units we offer will be set forth in the applicable prospectus supplement.

Issuance in Series

We may issue units in such amounts and in numerous distinct series as we determine.

Enforceability of Rights by Holders of Units

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

We, the unit agents and any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.

PLAN OF DISTRIBUTION

We may offer and sell the securities being offered hereby in one or more of the following ways from time to time:

As set forth in more detail below, the securities may be distributed from time to time in one or more transactions:

We will set forth in a prospectus supplement the terms of that particular offering of securities, including:

Only underwriters named in an applicable prospectus supplement are underwriters of the securities offered by that prospectus supplement.

If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the securities offered will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.

We may grant to the underwriters’ options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities.

If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

We may sell the securities directly or through the agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors or others that purchase securities directly and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act.

We may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

We may engage in “at-the-market” offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.

To facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of the securities. This may include overallotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by exercising the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is listed on the NYSE American. We may elect to list any other class or series of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.

In order to comply with the securities laws of some U.S. states or territories, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.

The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering.

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Somertons, PLLC, Washington, D.C. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of The Marygold Companies, Inc. as of June 30, 2024 and 2023, and for each of the two years in the period ended June 30, 2024, incorporated by reference in this prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 2024, have been so incorporated in reliance on the report of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus, which is a part of the registration statement, does not contain all the information included in the registration statement and the exhibits and schedules thereto. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus. For further information with respect to us and the securities offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith.

You may read and copy the registration statement, as well as our reports, proxy statements, and other information, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also obtain copies of materials we file with the SEC from our website found at www.themarygoldcompanies.com. Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should not be relied upon in connection with making an investment decision.

INCORPORATION OF DOCUMENTS BY REFERENCE

This prospectus is part of the registration statement, but the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” into this prospectus information we file with the SEC in other documents. This means we can disclose important information to you by referring you to other documents that contain that information. The information we incorporate by reference is part of this prospectus. Information contained in this prospectus and information we file with the SEC in the future and that we incorporate by reference in this prospectus automatically updates and supersedes previously filed information.

We incorporate by reference the documents listed below and any future filings we make after the date of the initial filing of the registration statement of which this prospectus and any prospectus supplement is a part with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until the offering of the securities covered by this prospectus is completed or terminated:

A statement contained in a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or in any other subsequently filed document which is also incorporated in this prospectus modifies or replaces such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of these documents, at no cost, by writing to or telephoning: Secretary, The Marygold Companies, Inc., 120 Calle Iglesias, Unite B, San Clemente, California 92672, or by telephone at: 949.429.5370.

THE MARYGOLD COMPANIES, INC.

Up to $100,000,000

Common Stock

Preferred Stock

Warrants

Units

PROSPECTUS

December 27, 2024