The Marygold Companies, Inc. Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

The Marygold Companies (NYSE American: MGLD) has announced an underwritten public offering of its common stock. The company plans to grant the underwriter, Maxim Group , a 45-day option to purchase up to an additional 15% of the offered shares at the public offering price, less underwriting discounts and commissions.

The net proceeds will be used to:

• Retire or reduce debt
• Make capital contributions to Marygold & Co. subsidiaries in the U.S. and U.K.
• Fund general working capital and corporate purposes

The offering is being made through an effective shelf registration statement on Form S-3 filed with the SEC on December 18, 2024, and declared effective on December 27, 2024. The completion, size, and terms of the offering are subject to market conditions.

Positive

• Potential debt reduction through offering proceeds
• Capital injection planned for U.S. and U.K. subsidiaries
• Effective shelf registration already in place

Negative

• Potential shareholder dilution from new stock issuance
• Additional 15% share dilution possible through underwriter option

Insights

Financial Analyst

This public offering announcement represents a significant strategic move for The Marygold Companies, signaling both opportunities and challenges ahead. The decision to raise capital through equity rather than debt financing suggests a strategic pivot towards strengthening the balance sheet while potentially diluting existing shareholders.

The planned use of proceeds reveals three critical priorities:

• Debt reduction, indicating a focus on improving the capital structure
• Capital contributions to Marygold & Co. subsidiaries in both the U.S. and U.K., suggesting expansion plans
• Working capital enhancement, providing operational flexibility

The timing of this offering, following the December 2024 shelf registration, appears deliberate and suggests careful market positioning. The inclusion of a 45-day overallotment option provides flexibility to capture additional demand if market conditions prove favorable.

However, investors should note several key considerations:

• The final offering size and price remain undetermined, creating uncertainty about the extent of potential dilution
• The absence of specific allocation details for the proceeds leaves questions about the prioritization of stated uses
• The choice of Maxim Group as sole book-runner indicates a targeted approach to distribution

This capital raise could mark a pivotal moment for Marygold's growth trajectory, particularly in strengthening its financial subsidiaries. However, the success will largely depend on market reception and the company's ability to effectively deploy the new capital.

SAN CLEMENTE, Calif.--(BUSINESS WIRE)-- The Marygold Companies, Inc. (“TMC,” or the “Company”) (NYSE American: MGLD), a diversified global holding company, today announced that it has commenced an underwritten public offering of shares of its common stock. All of the shares of common stock to be sold in the proposed offering will be sold by Marygold. In addition, Marygold intends to grant the underwriter in the offering a 45-day option to purchase up to an additional 15% of the shares of common stock offered in the offering at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Maxim Group LLC is acting as the sole book-running manager for the proposed offering.

Marygold intends to use the net proceeds of this offering to retire or reduce debt, make further capital contributions to the Marygold & Co. subsidiaries in the U.S. and the U.K. and for general working capital and corporate purposes.

The public offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283898), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2024, and declared effective on December 27, 2024. The shares may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the public offering will be filed with the SEC and are available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the public offering may also be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About The Marygold Companies, Inc.

The Marygold Companies was founded in 1996 and repositioned as a global holding firm in 2015. The Company currently has operating subsidiaries in financial services, food manufacturing, printing, security systems and beauty products, under the trade names USCF Investments, Marygold & Co., Marygold & Co. Limited, Step By Step Financial Planners, Gourmet Foods, Printstock Products, Brigadier Security Systems and Original Sprout, respectively. Offices and manufacturing operations are in the U.S., New Zealand, U.K., and Canada. For more information, visit www.themarygoldcompanies.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on the Company’s beliefs and assumptions and on information currently available to the Company on the date of this press release. These forward-looking statements involve substantial risks and uncertainties. Any statements in this press release other than statements of historical fact, including statements about the Company’s future expectations, plans and prospects, constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements about the Company’s strategy, operations and future expectations and plans and prospects for the Company, and any other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions. Such forward-looking statements involve substantial risks and uncertainties that could cause the Company’s financial and operating results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements, including the factors discussed in the “Risk Factors” section contained in the quarterly and annual reports that the Company files with the Securities and Exchange Commission. Any forward-looking statement represents the Company’s views only as of the date of this press release. The Company anticipates that subsequent events and developments may cause its views to change. While the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required by law even if new information becomes available in the future.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250124981899/en/

Media and investors, for more Information, contact:

Roger S. Pondel

PondelWilkinson Inc.

310-279-5965

rpondel@pondel.com

Contact the Company:

David Neibert, Chief Operations Officer

949-429-5370

dneibert@themarygoldcompanies.com

Source: The Marygold Companies, Inc.

FAQ

What is the purpose of MGLD's 2024 public stock offering?

The offering's proceeds will be used to retire debt, make capital contributions to Marygold & Co. subsidiaries in the U.S. and U.K., and for general working capital purposes.

How many additional shares can the underwriter purchase in MGLD's offering?

The underwriter, Maxim Group , has a 45-day option to purchase up to an additional 15% of the offered shares at the public offering price.

When was MGLD's shelf registration statement declared effective?

The shelf registration statement on Form S-3 was declared effective by the SEC on December 27, 2024.

What is the expected size of MGLD's public offering?

The exact size and terms of the offering have not been disclosed and are subject to market conditions.

Who is the underwriter for MGLD's public offering?

Maxim Group is acting as the sole book-running manager for the proposed offering.