The Marygold Companies Inc

Item 1A. Risk Factors

The Marygold Companies and its subsidiaries (referred to herein as we, us, our or similar expressions) are subWe are subject to certain risks and uncertainties in theiour business operations. In addition to the other information set forth in this reportrisks described below, you should carefully consider the factors discussed under Item 1A -Risk Factors and elsewhere in our Annual Report on Form 10-K for the our fiscal year ended June 30, 2024 (2024 Form 10-K), which co. The risks discussed in our 2024 Form 10-K and the risks discussed below could materially affect our business, financial condition and/or o, results of operating resultsons and the market for our shares. The risks described in our 2024 Form 10-K and below are not the only risks we facing our Companye. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

See risk factors discussedRisks Related to our Recent Note Financing

We may be unable to generate sufficient cash flows from operations to repay amounts due under our recent debt financing or other obligations we have incurred which could adversely affect our business, in Risk Factors in cluding our ability to further develop and market our Fintech app, as well as our financial condition, results of operations, and our stock price.

In September 2024 Form 10-K. These risk factors sh, we entered into a significant debt financing transaction, which has increased our debt obligations. See Liquidity and Capital Resources in our MDA. This indebtedness could be read in connlimit our ability to operate effectively and may expose us to various risks, including:

Failurection with the other to manage these risks effectively or repay our debt when due could result inform severe financial and operation al consequences, includeding a potential reduction in this quarterly report on Form 10-Q, including Managements Discussione market price of our securities and a negative impact on our shareholders.

In addition to the net proceeds we received from our recent equity and debt financings, we may need to raise additional equity or debt financing to continue the development and marketing of our Fintech app, to fund ongoing operations, invest in acquisitions, and Analysis of Ffor working capital purposes. Our inability to raise such additional financial Condition and Resultsng may limit our ability to continue the development of our Fintech app.

In 2019, through our wholly owned subsidiary, Marygold Co., we began development of Operations and oour peer-to-peer Fintech digital money app. As of December 31, 2024, we have invested approximately $18 million in the development of our financial stateFintech app and we have continued to invest in its developments and the rel. However, our Fintech app is not a mature business and has generated notes, specifically Liquidity and Cminimal revenue to date. The financial technology industry is occupied by certain well-financed competitors with capital Rresources Recent Note Financing.

In addition to the Risk Factors includto fund marketing campaigns and the continued development and enhancement of such services. We received approximately $1.9 million in net proceeds from our recent equity financing which closed in our 2on January 28, 2024 Form 10-K we are add, and intend to use such net proceeds to retire or repay outstanding the following risk factor inindebtedness, make further capital contributions to our Marygold Co. subsidiaries in the U.S. and U.K., and for general working capital and connecrporate purposes. In addition with oto the net proceeds we received from our recent debtequity financing.

We m and in view of our commitment to pay be unabledown indebtedness, we may need to generatraise additional equity or debt financing to continue sufficiepporting the continued development cash flow fromand marketing of our financial technology business, our ongoing operations , and in order to repay amounts due under our recent debt make any future acquisitions. If a decision is made to continue to make capital investments in our financing or oal technology division ther obligations we have incurred which could adversely affece can be no assurance our Fintech business will be successful or generate sufficient our business, includingr any significant revenues, although our ability to further dpredict revelop andnue generation from our subsidiaries market ouy not be accurate from time to time. Continued investment in our Fintech app, as well as o could have a material adverse effect on our operations, our financial condition, and results of operations, and othe market for our stock price.

We recenthares, including if our revenues from operations, financial condition, and market for our shares are negatively entered into a significant debt financing transaction,impacted by events outside of our control. Further, negative economic events could hinder the ability of our businesses to effectively compete in the various industries in which has incwe operate which may creased our te a need to raise additional financial leverage. This heightened level of indebtedng in the future. There can be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us. Any failure to raise additional financing as and when needed could have a negative impact on our financial condition and on our ability to further support our current and future business could limit oplans and strategies and on our ability to operate effectively acontinue further development of our Fintech app and may exposrequire us to vsuspend, temporarious risksly or otherwise, including:

Fts future development.

Also, if we issue additionailure to manage these risks effectively or repay our debt when due could result l shares in a financing, any such issuance could be dilutive to our existing shareholders. See Liquidity and Capital Resources Recent Note Financing and - Recent Equity Financing.

We may decide to promote our Fintech app to third party financial institutions or other payment providers as a license, fee-based service, or otherwise, in the event, in severe addition to the net proceeds we received from our recent equity financial and operational consequences, including a potential reducng, financing is not available on terms acceptable to us or at all, and in sufficient amounts to continue to fund our Fintech app development.

In the event we are unable to raise addition in the market pral financing to further develop our Fintech app business discussed above, management may, as an alternative, seek to enter arrangements to lice ofnse or otherwise offer our securiFintech app to third parties and a negative impact on our shareholders.

Also, if , including financial institutions and other payment providers in the U.S. and abroad. Although management believes there are several financial institutions and other payment providers in the U.S. and abroad who may be interested in a consumer faced mobile app such as ours, there can be no assurance we issue additional shares in a financing, any such issuance could be dilutive to will be successful in monetizing our app in its current state of development to these third parties through license, fee-based user, or other arrangement.

Risks Related to our Business and Structure

We may face double taxation on certain income earned by our non-U.S. subsidiaries.

Under the Internal Revenue Code (Code) provisions governing the taxation of income earned by controlled foreign corporations, most or all of the income earned by our existing shareholders. See Liquidity and Capital Resources Recent Note Financing.non-U.S. subsidiaries will be subject to U.S. federal income tax in the year earned, even if not distributed to Marygold and even if fully taxed in the foreign countries in which those subsidiaries are organized or operate. Although the Code provides for foreign tax credit relief with respect to the foreign income taxes imposed on such income, that relief is limited in several respects that could have the effect of subjecting the same income to both U.S. and foreign income taxation.