As filed with the Securities and Exchange Commission on February 24, 2021

Registration No. 333-249060

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

2121 Rosecrans Avenue, Suite 6300

El Segundo, CA 90245

(310) 587-1477

(Address, Including Zip Code, and Telephone Number, Including Area

Carol Meltzer

Executive Vice President, General Counsel and Secretary

2121 Rosecrans Avenue, Suite 6300

El Segundo, CA 90245

(310) 587-1477

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

With Copies to

Scott S. Rosenblum, Esq.

Abbe L. Dienstag, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

A-Mark Precious Metals, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-249060) (as amended, this “Registration Statement”) to include a prospectus supplement relating to a currently proposed offering of securities from the amount proposed to be registered under this Registration Statement covering the offering, issuance and sale of shares of its common stock whose proceeds are intended to fund, in part, the cash portion of the purchase price for the acquisition of the shares of JM Bullion, Inc. that it does not already own and to provide for the resale by selling stockholders, if any, to be identified in the prospectus supplement, of shares of common stock.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2021

PROSPECTUS

Debt Securities

Common Stock

Preferred Stock

Rights

Warrants

Units

Purchase Contracts

We may offer and sell from time to time our securities in one or more classes or series and in amounts, at prices and on terms that we will determine at the times of the offerings, having an aggregate initial offering price of up to $150,000,000. The securities may be offered separately or together in any combination and as separate series.

We will provide specific terms of any offering and the offered securities in supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest. This prospectus may not be used to consummate sales of securities unless accompanied by the applicable prospectus supplement.

Our principal executive offices are located at 2121 Rosecrans Avenue, Suite 6300, El Segundo, California 90245, and our telephone number is (310) 587-1477.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “AMRK.”

We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. These securities also may be resold by securityholders. We will provide specific terms of any securities to be offered in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

In addition, selling stockholders named in a supplement to this prospectus may, from time to time, in one or more offerings, offer and sell shares of our common stock, which may be sold in a number of different ways and at varying prices. See “Selling Stockholders” and “Plan of Distribution”. We cannot predict when or in what amounts the selling stockholders may sell shares of our common stock, if at all. The prospectus supplement will contain more specific information about the offering by the selling stockholders and may add, update or change information contained in this prospectus. We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders.

Investing in our securities involves risks that are referenced in the “Risk Factors” section beginning on page 1 of this prospectus.

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. Any representation to the contrary is a criminal offense.

The date of this Prospectus is [_], 2021

TABLE OF CONTENTS

Page

About This Prospectus

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process. Under the shelf process, we and/or selling stockholders, if any, may, from time to time, offer up to $150,000,000 aggregate public offering price of our debt securities, shares of common stock, shares of preferred stock, rights, warrants, units or purchase contracts, or combinations thereof, in one or more offerings. In this prospectus, we refer to our debt securities, shares of common stock, shares of preferred stock, rights, warrants, units and purchase contracts collectively as the “securities.” This prospectus provides you with a general description of the securities that we and any selling stockholders may offer. Each time this prospectus is used to offer securities, we will provide a prospectus supplement and, if applicable, a pricing supplement, that will contain specific information about the terms of that offering. The prospectus supplement and any pricing supplement also may add, update or change information contained in this prospectus. You should read this prospectus, the prospectus supplement and any pricing prospectus, together with additional information described and contained in the documents referred to under the heading “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” We, and any selling stockholders, may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in states where the offer is permitted.

The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC’s web site or at the SEC’s offices referenced under the heading “Where You Can Find More Information.”

When we refer to “A-Mark”, “we,” “our,” “us” and the “Company” in this prospectus, we mean A-Mark Precious Metals, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities.

Risk Factors

You should carefully consider the specific risks set forth under the caption “Risk Factors” in the applicable prospectus supplement and under the caption “Risk Factors” in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, incorporated by reference herein, before making an investment decision. For more information see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

The prospectus supplement applicable to each type or series of securities we offer may contain a discussion of risks applicable to the particular types of securities that we are offering under that prospectus supplement. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the caption “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained in the prospectus supplement or appearing or incorporated by reference in this prospectus. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline. You could lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section below titled “Special Note Regarding Forward-Looking Statements.”

Special Note Regarding Forward-Looking Statements

We make statements in this prospectus and the documents incorporated by reference that are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to them. The words “anticipate,” “believe,” “may,” “estimate,” “expect,” and similar expressions, and variations of such terms or the negative of such terms, are intended to identify such forward-looking statements.

All forward-looking statements are subject to certain risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements.

Important factors that could cause or contribute to such difference include those referenced under “Risk Factors” in this prospectus and any accompanying prospectus supplement and in our most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K incorporated by reference into this prospectus. You should not place undue reliance on such forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the information referenced under the heading “Risk Factors.”

About A-Mark Precious Metals, Inc.

We are a full-service precious metals trading company and wholesaler of gold, silver, platinum and palladium bullion and related products. Our global customer base includes sovereign and private mints, manufacturers and fabricators, refiners, dealers, financial institutions, industrial users, investors, collectors, and e-commerce and other retail customers. We conduct our operations through three complementary segments: Wholesale Trading & Ancillary Services, Secured Lending, and Direct Sales.

We operate several business units in our Wholesale Trading & Ancillary Services segment, including Industrial, Coin and Bar, Trading and Finance, Storage, Logistics, and the Mint. Our Industrial unit services manufacturers and fabricators of products utilizing precious metals, while our Coin and Bar unit deals in over 200 different products for distribution to dealers and other qualified purchasers. As a U.S. Mint-authorized purchaser of gold, silver and platinum coins, we purchase bullion products directly from the U.S. Mint for sale to customers. We also have distributorships with other sovereign mints, including Australia, Austria, Canada, China, Mexico, South Africa and the United Kingdom. Through our Transcontinental Depository Services subsidiary, we provide customers with a variety of managed storage options for precious metals worldwide. Through our A-M Global Logistics subsidiary, we provide customers an array of complementary services, including receiving, handling, inventorying, processing, packaging and shipping of precious metals and custom coins on a secure basis. We also hold a majority stake in a joint venture that owns the minting operations known as SilverTowne Mint, which designs and produces minted silver products which provide greater product selection to customers, price stability within the supply chain as well as more secured access to silver during volatile market environments.

We operate our Secured Lending segment through our wholly-owned subsidiaries, Collateral Finance Corporation (CFC) and AM Capital Funding, LLC (AMCF). Founded in 2005, CFC is a licensed finance lender that originates and acquires loans secured by bullion and numismatic coins. Its customers include coin and precious metal dealers, investors, and collectors. AMCF was formed in 2018 for the purpose of securitizing eligible secured loans of CFC.

We operate our Direct Sales segment primarily through our wholly-owned subsidiary Goldline Inc., a direct retailer of precious metals for the investor community.

Our strategy continues to focus on growth, including the volume of our business, our geographic presence, and the scope of complementary products, services, and technological tools that we offer to our customers. We intend to promote our growth by leveraging off the strengths of our existing integrated operations: the depth of our customer relationships; our access to market makers, suppliers and government mints and other mints; our trading systems in the U.S. and Europe; our expansive precious metals dealer network; our depository relationships around the world; our knowledge of secured lending; our logistics capabilities; our trading expertise; and the quality and experience of our management team.

We were incorporated in Delaware in 2013. Our principal executive offices are located at 2121 Rosecrans Avenue, Suite 6300, El Segundo, California 90245, and our telephone number is (310) 587-1477.

Use of Proceeds

Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, including repayment or reduction of long-term and short-term debt, capital expenditures, working capital, acquisitions and business combinations. We may temporarily invest funds that we do not immediately require in marketable securities.

The selling stockholders, if any, will receive all of the proceeds from the sale from time to time under this prospectus and any accompanying prospectus supplement of their shares of common stock. We will not receive any proceeds from sales by the selling stockholders.

Description of Debt Securities

We may offer secured or unsecured debt securities, which may be convertible. Our debt securities will be issued under an indenture to be entered into between us and a trustee. The debt securities will be structurally subordinated to all existing and future liabilities, including trade payables of our subsidiaries, and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries.

We have summarized certain general features of the debt securities from the indenture. A form of indenture is attached as an exhibit to the registration statement of which this prospectus forms a part. The following description of the terms of the debt securities sets forth certain general terms and provisions. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the debt securities, will be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the related prospectus supplement and to the following description.

General

The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more series as may be authorized from time to time.

Reference is made to the applicable prospectus supplement for the following terms of the debt securities (if applicable):

One or more series of debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.

Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.

The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or units based on or relating to foreign currencies and acceptable to the trustee.

We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the designated corporate trust office of the trustee or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary (the “depositary”) identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law

The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to any principles thereof relating to conflicts of law that would result in the application of the laws of any other jurisdiction. The indenture provides that we and the trustee, and each holder of a debt security by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities, and any transaction contemplated thereby.

Description of Capital Stock

The following description of our common stock and preferred stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the common stock and preferred stock that we may offer under this prospectus. For the complete terms of our common stock and preferred stock, please refer to our second amended and restated articles of incorporation, as amended, and our amended and restated bylaws, each of which are incorporated by reference as an exhibit to the registration statement which includes this prospectus. The terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer. The terms of any common stock or preferred stock we offer under a prospectus supplement may differ from the terms we describe below, in which event we will describe the particular terms of any series of these securities in more detail in such prospectus supplement.

Authorized Capitalization

Under our second amended and restated articles of incorporation, as amended, our authorized capital stock consists of 40,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2020, there were (i) 7,031,500 shares of common stock issued and outstanding, and (ii) no shares of preferred stock outstanding.

Common Stock

Voting Rights

The holders of shares of common stock shall be entitled to one vote for each share so held with respect to each matter voted on by our stockholders. There is no cumulative voting.

Dividends

Dividends may be paid on the common stock as and when declared by our board of directors.

Liquidation Rights

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive, pro rata, our remaining assets available for distribution.

Other Rights

Holders of our common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any shares of our preferred stock which we may issue in the future.

Transfer Agent

The transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

Our common stock is listed on the NASDAQ Global Select Market under the symbol “AMRK.”

Preferred Stock

Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

A prospectus supplement will describe the terms of any series of preferred stock being offered, including:

Limitations on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by applicable law.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by applicable law. We are also expressly authorized, under our amended and restated certificate of incorporation and our amended and restated bylaws, to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers. We are also authorized under our amended and restated certificate of incorporation to carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Anti-takeover Effects of Certain Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation and our amended and restated by-laws contain certain anti-takeover provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control without negotiating with our Board. Such provisions could limit the price that certain investors might be willing to pay in the future for our securities. Certain of such provisions allow us to issue preferred stock with rights senior to those of the common stock, or impose various procedural and other requirements which could make it more difficult for stockholders to effect certain corporate actions.

Description of Rights

General

We may issue rights to purchase any of the other securities offered hereby. Rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the rights. In connection with any rights offering to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed for after such rights offering. In connection with a rights offering to our shareholders, we will distribute certificates evidencing the rights and a prospectus supplement to our shareholders on the record date that we set for receiving rights in such rights offering.

The applicable prospectus supplement will describe the following terms of rights in respect of which this prospectus is being delivered:

Exercise of Rights

Each right will entitle the holder of the right to purchase for cash such amount of securities at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.

Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will forward, as soon as practicable, the securities purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.

Description of Warrants

We may issue warrants to purchase any of our debt securities, common stock, preferred stock, or units. We may issue warrants independently or together with any other securities offered by any prospectus supplement and the warrants may be attached to or separate from those securities. Each series of warrants will be issued under a separate warrant agreement, to be entered into between us and a warrant agent specified in a prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust with any of the holders of the warrants. We will set forth further terms of the warrants and the applicable warrant agreements in the applicable prospectus supplement relating to the issuance of any warrants, including, where applicable, the following:

Description of Units

As specified in the applicable prospectus supplement, we may issue units consisting of one or more constituent securities offered hereby. The applicable prospectus supplement will describe:

Description of Purchase Contracts

We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our, or an unaffiliated entity’s, securities at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or varying number of our securities. When we issue purchase contracts, we will provide the specific terms of the purchase contracts in a prospectus supplement. A copy of the applicable form of purchase contract will be included as an exhibit to a report we file with the SEC incorporated by reference herein.

If we offer any purchase contracts, certain terms of that series of purchase contracts will be described in the applicable prospectus supplement, including, without limitation, the following:

Selling Stockholders

This prospectus also relates to the offer and resale of shares of our common stock from time to time by our stockholders, if any, who will be identified in a supplement to this prospectus, whom we refer to in this prospectus as the “selling stockholders”. The prospectus supplement will include a table setting forth certain information with respect to each of the selling stockholders, including (i) the identity of the selling stockholders, (ii) the number of shares of our common stock beneficially owned by the selling stockholders before the offering, (iii) the number of shares of our common stock being offered by the selling stockholders in the offering, and (iv) the number and percentage of shares of our common stock beneficially owned by the selling stockholders upon completion of the offering, assuming that all of the shares being offered are sold. The footnotes accompanying the table will provide additional information regarding the nature of any position, office or other material relationship that selling stockholders have had with us within the past three years.

Plan of Distribution

We and/or the selling stockholders may sell the securities to one or more underwriters for public offering and sale by them and may also sell the securities to investors directly or through agents. We will name any underwriter or agent involved in the offer and sale of securities in the applicable prospectus supplement. We have reserved the right to sell or exchange securities directly to investors on our or their own behalf in those jurisdictions where we are authorized to do so.

We and/or the selling stockholders may distribute the securities from time to time in one or more transactions:

The securities may be offered on an exchange, which will be disclosed in the applicable prospectus supplement.

We and/or the selling stockholders may also, from time to time, authorize dealers, acting as our agents, to offer and sell securities upon the terms and conditions set forth in the applicable prospectus supplement. In connection with the sale of securities, or the purchasers of securities for whom the underwriters may act as agents, we and/or the selling stockholders may compensate underwriters in the form of underwriting discounts or commissions. If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of the sale, or at prices related to such prevailing market prices, or at negotiated prices. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus supplement, the obligations of underwriters or dealers to purchase the securities offered will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all of the offered securities if any are purchased. Any public offering price and any discounts or concessions allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

We will describe in the applicable prospectus supplement any compensation we pay to underwriters or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Dealers and agents participating in the distribution of securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We and/or the selling stockholders may enter into agreements to indemnify underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse these persons for certain expenses.

To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we may do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stock to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we may agree with the underwriters or agents. The distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus. In the event that any underwriter or agent acts as principal, or broker-dealer acts as underwriter, it may engage in certain transactions that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement relating to the transaction.

If indicated in the applicable prospectus supplement, we may authorize underwriters or other persons acting as our agents to solicit offers by institutions or other suitable purchasers to purchase the 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 the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.

We may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of our common stock to hedge their position, deliver this prospectus in connection with some or all of those sales and use the shares covered by this prospectus to close out any short position created in connection with those sales. We may pledge or grant a security interest in some or all of our common stock covered by this prospectus to support a derivative or hedging position or other obligation and, if we default in the performance of our or its obligations, the pledgees or secured parties may offer and sell our common stock from time to time pursuant to this prospectus.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these 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 dealers participating in the 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. These transactions may be discontinued at any time.

Certain of the underwriters, dealers or agents and their associates may engage in transactions with and perform services for us and/or the selling stockholders in the ordinary course of business for which they receive compensation.

Legal Matters

Kramer Levin Naftalis & Frankel LLP, New York, New York, will provide us with opinions relating to certain matters in connection with offerings under this prospectus from time to time.

Experts

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton, LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

Where You Can Find More Information

We are a reporting company and file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. Our SEC filings are available to the public at the SEC’s web site at http://www.sec.gov.

We also maintain a website that contains additional information about us at https://www.amark.com. Information on or accessible through our website is not part of, or incorporated by reference into, this prospectus, other than documents filed with the SEC that we incorporate by reference.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and some information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, whether filed before or after the effectiveness of the registration statement of which this prospectus is a part (but excluding such documents or portions thereof that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules and regulations):

We filed a registration statement on Form S-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement and the exhibits and schedules for more information about us and our securities. The registration statement and exhibits and schedules are also available at the SEC’s Public Reference Room or through its web site.

You may request a copy of these filings and any or all of the documents referred to above that have been incorporated by reference into this prospectus at no cost, by writing or telephoning us at the following address:

A-Mark Precious Metals, Inc.
2121 Rosecrans Avenue, Suite 6300
El Segundo, California 90245
(310) 587-1477
Attn: General Counsel

You should rely only on the information contained or incorporated in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. You should not rely on any other representations. Our affairs may change after this prospectus or any supplement is distributed. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. You should read all information supplementing this prospectus.

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated February 24, 2021

Preliminary Prospectus Supplement
(to Prospectus dated [·])

2,800,000 Shares

Common Stock

We are offering 2,500,000 shares of our common stock, par value $0.01 per share, and the selling stockholders identified in this prospectus supplement are offering an aggregate of 300,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “AMRK.” On February 23, 2021, the last reported sale price of our common stock as reported on Nasdaq was $27.97.

Investing in our common stock involves a high degree of risk. Before buying any common stock, you should read the discussion of material risks of investing in our common stock in the section entitled “Risk Factors” beginning on page S-18 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

_______________

(1) See “Underwriting” beginning on page S-69 for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to 420,000 shares of common stock at the public offering price per share, less the underwriting discounts and commissions, to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of common stock will be ready for delivery on or about                , 2021.

CIBC Capital Markets

The date of this prospectus supplement is [·], 2021.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement (No. 333-249060) that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under the registration statement, we registered the offering of up to $150,000,000 of debt securities, common stock, preferred stock, rights, warrants, units and purchase contracts, including common stock that may be offered by certain of our stockholders, for sale from time to time in one or more offerings. This prospectus supplement provides specific information about the offering by us of 2,500,000 shares of our common stock, and the sale by the selling stockholders identified in this prospectus supplement of an aggregate of 300,000 shares of our common stock, under the shelf registration statement, in addition to information concerning the over-allotment option granted by us. This document comprises two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus or the documents incorporated herein by reference, you should rely on the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or the accompanying prospectus, or in any free writing prospectus that we have authorized for use in connection with the offering, is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus supplement or in our affairs since the date of this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date.

Before purchasing any securities, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference,” on page S-76 of this prospectus supplement.

INDUSTRY AND MARKET DATA

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and in the accompanying prospectus include industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Statements as to our ranking, market position and market estimates are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. Although industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, we have not, and the underwriters have not, independently verified such third-party information. Although we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. While we are not aware of any misstatements regarding our market, industry or similar data presented herein, this data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein.

Glossary

Unless we otherwise indicate, or unless the context requires otherwise, any references in this prospectus supplement to the following key business terms have the respective meaning set forth below:

With respect to A-Mark:

With respect to JM Bullion:

RISK FACTORS

An investment in our common stock involves risks. You should carefully consider the risks and uncertainties described below and those set forth in our Form 10-K and Form 10-Qs which are incorporated by reference in this prospectus supplement, and in the accompanying prospectus, before making an investment in our common stock. If any of these risks actually occur, our business, results of operations, financial condition, cash flows and prospects, the market price of our common stock and our ability to satisfy any debt service obligations may be materially and adversely affected. This could cause the value of our common stock to decline and you could lose part or all of your investment. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that as of the date of this prospectus supplement we deem immaterial may also have a material adverse effect on us. Some statements included in this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference in this prospectus and in the accompanying prospectus constitute forward-looking statements. Please refer to the sections entitled “Where You Can Find More Information,” “Incorporation of Certain Documents by Reference” and “Cautionary Note Regarding Forward-Looking Statements.”

Risks Relating to the Acquisition of JM Bullion

This offering is not conditioned upon the closing of the JM Bullion acquisition, and we may fail to consummate the acquisition of JM Bullion or may not consummate the acquisition on the terms described in this prospectus supplement.

This offering is expected to be consummated shortly prior to the closing of our acquisition of JM Bullion, and we intend to apply all of the net proceeds received by us from this offering to fund a majority of the cash portion of the acquisition price. See “Use of Proceeds.” However, this offering is not conditioned on the completion of the acquisition. The consummation of the acquisition, however, is subject to certain customary regulatory and other closing conditions, in addition to the condition that we consummate an offering of our common stock to finance the acquisition, and there can be no assurance that such conditions will be satisfied on the anticipated schedule or at all. Also, the acquisition of JM Bullion could be made on terms that are materially different than those described in this prospectus supplement.

In the event that we fail to consummate the JM Bullion acquisition, we will have issued a significant number of additional shares of common stock, but we will not have acquired the revenue generating assets that will be required to produce the earnings and cash flow we anticipated. As a result, failure to consummate the acquisition would adversely affect our earnings per share and our ability to make distributions to stockholders.

Also, if the acquisition of JM Bullion is not completed, the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the acquisition will be completed.

We will have broad discretion to use the net proceeds received by us from this offering if the acquisition of JM Bullion is not consummated.

If the acquisition of JM Bullion does not close, we will have significant discretion to allocate the net proceeds received by us from this offering to other uses. We can provide no assurances that we will have opportunities to allocate the net proceeds received by us from this offering for productive uses or that other uses of such proceeds will result in a favorable return to investors.

The unaudited pro forma financial data contained in this prospectus supplement is presented for illustrative purposes only and may not be reflective of our operating results and financial condition following completion of the pro forma events.

The unaudited pro forma financial data contained in this prospectus supplement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the pro forma events been completed on the dates indicated. Further, our actual results and financial position after the pro forma events may differ materially and adversely from the unaudited pro forma consolidated combined financial data that is included in this prospectus supplement. The unaudited pro forma financial data has been derived from our audited and unaudited financial statements and JM Bullion’s audited financial statements, and has been prepared with the assumption that we will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The assets and liabilities of JM Bullion have been measured at fair value based on various preliminary estimates using assumptions that our management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates will be revised as additional information becomes available and as additional analyses are performed. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this prospectus supplement. The assumptions used in preparing the unaudited pro forma financial data, including assumptions as to the successful completion of the acquisition and this offering may not prove to be accurate, and other factors may adversely affect our financial condition or results of operations following the closing of the acquisition and negatively affect the market price of shares of our common stock. In addition, this offering is not conditioned upon completion of the acquisition. Therefore, investors should refer to our historical financial statements incorporated by reference in this prospectus supplement when evaluating an investment in our shares of common stock.

The pendency of the acquisition could adversely affect our business, financial results, and operations, and the market price of shares of our common stock.

The announcement and pendency of the acquisition could cause disruptions and create uncertainty surrounding our business and affect our relationships with our customers and employees. In addition, we have diverted, and will continue to divert, significant management resources to complete the acquisition, which could have a negative impact on our ability to manage existing operations or pursue alternative strategic transactions, which could adversely affect our business, financial condition and results of operations. Until the completion of the acquisition, holders of shares of our common stock will be exposed to the risks faced by our existing business without any of the potential benefits from the acquisition. As a result of investor perceptions about the terms or benefits of the acquisition, the market price of shares of our common stock may decline.

We may be unable to obtain the regulatory clearance required to complete the acquisition or, in order to do so, we may be required to satisfy material conditions or comply with material restrictions.

The consummation of the acquisition is subject to review and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We can provide no assurance that such clearance will be obtained on a timely basis, or at all, or that in order to obtain such clearance we may not be required to agree to changes in the terms of the acquisition or to consent to material restrictions in the conduct of our businesses or the business of JM Bullion. Any such changes or restrictions could have a material adverse effect on our business or that of JM Bullion or could substantially diminish the synergies and other advantages which we expect from the acquisition.

If the acquisition of JM Bullion is completed, we may not achieve the intended benefits of the acquisition and the acquisition may disrupt our current plans or operations.

There can be no assurance that we will be able to successfully realize the expected benefits of the acquisition of JM Bullion. JM Bullion may not achieve the operating results that we expect, JM Bullion’s business may not complement our existing businesses in the manner in which we envision or anticipated synergies may not materialize.

Following the completion of the JM Bullion acquisition, the size of our business will materially increase. Our future success will depend, in part, upon our ability to efficiently conduct this expanded business, which will pose challenges for management. These challenges include the integration of the infrastructure of the two companies, the merging of their respective workforces and developing strategic plans and priorities that will successfully take advantage of what we believe are the complementary products and services offered by the two companies. There can be no assurances that we will be successful in integrating, managing and growing the combined entity in the manner that we anticipate, or at all.

Further, we will need to integrate JM Bullion into our financial reporting and internal controls framework. This integration may place significant demands on our management, administrative and operational resources, including accounting systems and resources. We expect to incur additional expenses for the purpose of addressing these integration requirements, and those expenses may be significant. Any failure by us to achieve and maintain effective financial reporting and internal controls following the acquisition could have a material adverse effect on our business, financial condition or results of operations.

The time and intention required to integrate JM Bullion’s business into our existing operations may also have an adverse effect on our current businesses. The integration process may divert the attention of our management from our other businesses, may require resources in time and expenses that would otherwise be devoted to our current operations and may encounter logistical and operational difficulties. For example, JM Bullion’s business is dependent upon a sophisticated information technology system to operate its online business, which may be difficult to integrate with our own systems in a manner that may be required to achieve synergies between the two companies operating on a combined basis. If there are weaknesses in the cyber and data security of JM Bullion’s business of which we are currently unaware, the protection and integrity of the systems that run our other operations could also be at risk. There is no assurance that we will not encounter these effects on our businesses or that our existing operations will not suffer as a consequence of the acquisition.

We will be dependent on JM Bullion’s management to conduct its business, and the attention of our senior management may be diverted from our other businesses.

Following consummation of the JM Bullion acquisition, we anticipate that its business will continue to be conducted by its existing management. While the business of JM Bullion is similar in some respects to our Goldline business, the JM Bullion business has its own unique operations, strategies and challenges, and is on a scale that is substantially larger than the business of Goldline. We will therefore be dependent on JM Bullion’s existing management, and were its management personnel to depart or to be unwilling to continue to serve JM Bullion, it may be difficult to identify and engage replacements of the same caliber, on a timely basis or at all. In particular, JM Bullion’s Chief Executive Officer, who we believe is critical to JM Bullion’s business, will be entering into an employment contract with us that will expire in 2024. We can provide no assurance that we will be able to negotiate a renewal of Mr. Wittmeyer’s employment agreement on mutually acceptable terms or otherwise be able to retain Mr. Wittmeyer’s services.

Even if JM Bullion’s existing management remains in place, our senior management will necessary have to devote a meaningful amount of time to the oversight of JM Bullion’s business and operations following the acquisition. This may divert the attention of our senior management from other aspects of our business or could require us engage additional personnel to staff our management operations, including in our finance, information technology and logistical functions. If we were to lose the services of JM Bullion’s current management, our senior personnel might have to fill management roles at JM Bullion, at least until replacements could be identified and engaged. This would further burden the attention of our senior management and preclude it from devoting the necessary time and attention to our other businesses.

The acquisition will significantly increase our goodwill and other intangible assets.

We have a significant amount, and following the acquisition will have an additional amount, of goodwill and other intangible assets on our consolidated financial statements that are subject to impairment based upon future adverse changes in our business or prospects. The impairment of any goodwill and other intangible assets may have a negative impact on our consolidated results of operations.

Our acquisition of JM Bullion could adversely impact our relationships with other customers in the ecommerce retailing space.

As part of our wholesale precious metals business, we sell numismatic and bullion products to a variety of ecommerce direct-to-consumer retailers, including many who compete with JM Bullion. After we complete the acquisition of JM Bullion, we may be viewed by these ecommerce retailers as being in direct competition with their business and our relationship with them may be adversely affected. As a consequence, these ecommerce retailers may reduce their purchases of precious metals from us, or they may determine to source their inventory needs entirely from other wholesalers. If that were to happen to any significant degree, the benefits that we expect to realize from the acquisition of JM Bullion would be diminished.

Risks Relating to the Business of JM Bullion

JM Bullion has experienced outsized growth in its revenues and operating profits since the onset of the COVID-19 pandemic, but there can be no assurance that this level of performance will continue, and its performance may drop as the pandemic and its related effects subside.

During the calendar year 2020, JM Bullion had revenues of approximately $1.49 billion, compared to $543 million during calendar year 2019. The growth of JM Bullion’s business during 2020 may be attributed to the unprecedented uncertainties and volatility in the financial markets resulting from the COVID-19 pandemic, its effects on the economy and the related government responses. Other contemporary events and circumstances, including the recent presidential election, the change in administration and perceived related political polarization and instability, may also have been contributing factors of the recent growth of the business of JM Bullion. In this environment, consumers may have sought perceived financial safety in precious coins and metals.

There can be no assurance that the recent growth in the precious metals business will continue in future periods or will not decline as the pandemic and its effects on the economy, the business environment and the responsive actions of government subside, or as the current political environment becomes less charged. Even if the effects of the COVID-19 pandemic on the domestic and world markets, or the perceived political instability, continue for an extended period of time, consumer perceptions with respect to precious coins and metals could shift, these commodities may no longer be viewed as secure investments and the demand for JM Bullion’s products could substantially decline. We cannot predict the performance of JM Bullion’s business and operations if and when business conditions revert to more normalized levels. A decline in JM Bullion’s future revenues and earnings would have adverse effects on our overall results of operations and could cause our stock price to decline. Moreover, because of the unprecedented nature of the current business and financial environment, particularly in regards to the precious metal industry, it is not possible to create with any acceptable measure of precision customary financial projections and forecasts for JM Bullion’s business over the next several years. This could adversely affect our ability to engage in financial and operational planning for the future.

Even after the effects of the COVID-19 pandemic subside, the business of JM Bullion will continue to be subject to political and economic conditions.

The precious metals business, in which both the Company and JM Bullion are engaged, is especially sensitive to political and economic conditions, both nationally and worldwide.  As the effects of the COVID-19 pandemic have demonstrated, precious metals are viewed by some as a secure financial investment in times of uncertainty. While the COVID-19 pandemic and its effects may subside, other extraordinary events and circumstances may also occur, including regional and global political instability, military conflict, economic disruption and the erratic effects of climate change, to drive the price and volatility of precious metal products.  Conversely, during periods of relative political calm, military stability and perceived economic and environmental normalcy, precious metal volatility is likely to decrease, along with demand, and the prices of precious metals may retreat.  Because JM Bullion’s business is dependent on the volatility and pricing of, and demand for, precious metal products, the business of JM Bullion, like our business, generally, is likely to be subject to greater influence by national and world events than businesses in other economic sectors. Also, as the COVID-19 pandemic has shown, the cyclicality of JM Bullion’s business may differ substantially from that of businesses engaged in other industries as a consequence of general political, economic and business conditions.

JM Bullion relies upon paid and unpaid internet search engines to rank its product offerings and drive traffic to its website, and its website traffic may suffer if its rankings decline or its relationship with these services deteriorates.

JM Bullion relies on paid and unpaid internet search engines to attract consumer interest in its product offerings. Search engine companies change their natural search engine algorithms periodically, and these changes may adversely affect JM Bullion’s product offerings in paid and/or unpaid searches. JM Bullion may also at times be subject to ranking penalties if the operators of search engines believe it is not in compliance with their guidelines. If JM Bullion’s search engine rankings decline, and JM Bullion is unable to timely regain its prior rankings, it may have to use more expensive marketing channels to sustain and grow its revenues, resulting in reduced profitability.

If any free internet search engine on which JM Bullion relies begins charging fees for listing or placement, or if one or more of the search engines on which JM Bullion relies for purchased listings increases their fees, or modifies or terminates its relationship with JM Bullion, JM Bullion’s expenses could rise, it could lose customers and traffic to its website could decrease.

The failure of JM Bullion to protect its website, networks and computer systems against disruption and cyber security threats could damage its relationships with its customers, harm its reputation and expose it to litigation.

As an e-commerce company, JM Bullion relies heavily on its information technology systems. This includes online e-commerce activities, collection, retention and analysis of customer data, digital marketing efforts and the processing of credit card and cryptocurrency transactions. JM Bullion’s systems are subject to damage or interruption from computer viruses, malicious attacks and other security breaches, and JM Bullion experienced one such breach in 2020. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, JM Bullion may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications JM Bullion procures from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to JM Bullion’s systems or facilities, through fraud, trickery, or other forms of deceiving our team members, contractors, vendors, and temporary staff. In addition, security breaches can also occur as a result of intentional or inadvertent breaches by employees or by persons with whom JM Bullion has commercial relationships.

The possibility of a cyber-attack on JM Bullion’s information technology systems remains a serious threat. If a cybersecurity incident occurs, or there is a public perception that JM Bullion has lax cyber security, its reputation and brand could be damaged, it could be exposed to litigation and damages, including through government action, and it could be required to expend significant capital and other resources on remedial action. While JM Bullion maintains cyber insurance, the insurance coverage may be inadequate to cover the expenses and other potential financial exposure resulting from a privacy or data breach. JM Bullion could also be forced to suspend or curtail its operations for a period of time, which would result in a loss of revenue and a reduction in operating profits.

JM Bullion may be exposed to theft of customer information entrusted to third-party service providers.

In the course of its e-commerce activities, JM Bullion collects and maintains information concerning approximately 1.3 million active and inactive customers. In addition to its own databases and devices used for the storage of customer data, JM Bullion may use third-party service providers to store, process and transmit this information on its behalf. While JM Bullion contractually requires these service providers to implement and use reasonable security measures, it cannot control third parties, and there can be no assurance that a security breach will not occur within the systems of these providers. Even if such breaches occur through no fault of JM Bullion itself, JM Bullion may still be held liable for the consequences of those breaches and may suffer the same negative perceptions among its customers as if the breach were attributable to JM Bullion’s own systems.

JM Bullion may be subject to other interruptions in the function of its information technology systems.

JM Bullion depends on the efficient and uninterrupted operation of its computer and communications hardware systems to support its business processes and activities. In addition to the risk of cyberattack, its systems and operations are vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes and similar events. Its internet host provider does not guarantee that its internet access will be uninterrupted, error free or secure. JM Bullion has experienced system interruptions in the past which have not been material and may experience similar or larger system interruptions again in the future. In addition, JM Bullion is susceptible to system and operational disruptions caused by substantial changes to the demand for its services and surges in the use of its web platform by its customers. Any substantial system interruptions in the future, whatever the cause, could result in the loss of data, suspension of JM Bullion’s ability to conduct online sales and lost revenues and operating profits.

JM Bullion may fail to comply with federal, state and international laws and regulations relating to privacy, data protection and consumer protection.

Owing to the nature of its online business, JM Bullion collects a substantial amount of personal identifiable information regarding its customers. A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing, export and security of personal information. These laws and regulations are evolving, and additional laws and regulations may be enacted, all of which may be subject to potentially differing interpretations. They may also vary, or be applied in a manner that is inconsistent, from one jurisdiction to another.

On June 28, 2018, California passed the California Consumer Privacy Act of 2018 (CCPA), effective on January 1, 2020. The new law provides California consumers with a greater level of transparency and broader rights and choices with respect to their personal information than those contained in any existing state and federal laws in the U.S. The “personal information” regulated by CCPA is broadly defined to include identification or association with a California consumer or household, including demographics, usage, transactions and inquiries, preferences, inferences drawn to create a profile about a consumer, and education information. Compliance with CCPA requires the implementation of a series of operational measures such as preparing data maps, inventory, or other records of all personal information pertaining to California residents, households and devices, as well as information sources, usage, storage, and sharing, maintaining and updating detailed disclosures in privacy policies, establishing mechanisms (including, at a minimum, a toll-free telephone number and an online channel) to respond to consumers’ data access, deletion, portability, and opt-out requests, providing a clear and conspicuous “Do Not Sell My Personal Information” link on the home page of the business’ website, etc. CCPA prohibits businesses from discriminating against consumers who have opted out of the sale of their personal information, subject to a narrow exception. It allows companies to provide financial incentives to California consumers in order to obtain their consent to the collection and use of their personal information. Violations of CCPA will result in civil penalties up to $7,500 per violation. CCPA further allows consumers to file lawsuits against a business if a data breach has occurred and the California Attorney General does not prosecute the business.

The European Union (EU) has adopted a comprehensive overhaul of its data protection regime from the national legislative approach to a single European Economic Area Privacy Regulation, the General Data Protection Regulation (GDPR), which became effective in 2018. The EU data protection regime extends the scope of the EU data protection law to all foreign companies processing data of EU residents. It imposes a strict data protection compliance regime with severe penalties of up to the greater of 4% of worldwide turnover and €20 million and includes new rights such as the “portability” of personal data. Although the GDPR will apply across the EU without a need for local implementing legislation, as has been the case under the current data protection regime, local data protection authorities (DPAs) will still have the ability to interpret the GDPR, which has the potential to create inconsistencies on a country-by-country basis. Although JM Bullion currently has no sales in the European Union, it may nevertheless be, or become, subject to GDPR.

Because these laws are complex, impose detailed record keeping requirements and grant significant rights to consumer regarding the use and protection of their personal information, JM Bullion may fail to comply with one or more of these laws and regulations. If this were to happen, JM Bullion could be subject to enforcement actions by governmental entities. It might also subject JM Bullion to private causes of action, including claims for statutory damages asserted on behalf of purported classes of affected persons. JM Bullion could be compelled to alter its practices with respect to customer data, which could be costly and adversely affect JM Bullion’s ability to use this data for customer analytics and business planning, including changing, limiting or ceasing altogether the collection, use, sharing, or transfer of data relating to customers. Also, any failure, or perceived failure, of JM Bullion to comply with data privacy laws and regulations could adversely affect its reputation, with the result that consumers may be reluctant to transact business with JM Bullion through its website.

If JM Bullion does not respond effectively to technological and market changes, JM Bullion will cease to be competitive with other channels that consumers may have for the purchase of precious coins and bullion.

To remain competitive, JM Bullion must continue to enhance and improve the responsiveness, functionality and features of its online operations. The internet and the electronic commerce industry are characterized by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry standards and practices.

The evolving nature of the internet could render JM Bullion’s existing technology and systems obsolete. Its continuing success will depend, in part, on its ability to:

With the growth of e-commerce, the pace of change in product offerings and consumer tastes in the shipping and logistics industries is faster now than in years past. This accelerated pace of change increases uncertainty and places a greater burden on management to anticipate and respond to such changes. The increased pace of change also means that the window in which a technologically advanced or sophisticated product or service can achieve and maintain partner and consumer interest is shrinking and, to the extent JM Bullion fails to timely anticipate or respond to changes in its industry, the effects of such missteps may be amplified.

Future advances in technology may not be beneficial to, or compatible with, JM Bullion’s business. Furthermore, JM Bullion may be unsuccessful in using new technologies effectively or adapting its technology and systems to user requirements or emerging industry standards on a timely basis. Its ability to remain technologically competitive may require substantial expenditures and lead time. If JM Bullion is unable to adapt in a timely manner and at reasonable cost to changing market conditions or user requirements, it will cease to be competitive with other channels for the purpose of precious coins and bullion.

If JM Bullion fails to continuously improve its website (on all relevant platforms, including mobile), it may not attract or retain customers.

JM Bullion must continually update its website (on all relevant platforms, including mobile) to improve and enhance its content, accessibility, convenience and ease of use. Failure to do so may create a perception that the websites of JM Bullion’s competitors are easier to use and navigate or that they are better able to service customer needs for precious metal coins and bullion. If such a perception were to gain currency, traffic to JM Bullion’s website and its revenues would suffer.

JM Bullion’s search engine optimization strategies have provided it with an important competitive advantage but this may not continue.

We believe that the internally developed search engine optimization (SEO) strategies of JM Bullion provide its business with a competitive advantage in driving traffic to its sites over other e-commerce precious metal retailers and have been a significant factor in the growth of JM Bullion. The challenges of efficient SEO programming are continually evolving, and other e-commerce retailers in the precious metal space are constantly working to improve their own SEO capabilities. If JM Bullion does not continue to maintain its competitive edge in SEO technology, it could lose customers and market share to its competitors.

JM Bullion is exposed to payment risks.

JM Bullion’s customers may pay for its products and services using credit cards and debit cards, as well as automated clearing house payments, cryptocurrencies, PayPal, wire transfers and paper checks.

JM Bullion may receive orders placed with fraudulent credit card data. JM Bullion does not carry insurance against the risk of credit card fraud, so its failure to adequately control fraudulent credit card transactions could reduce its revenues and operating profits. JM Bullion may suffer losses as a result of purchases placed with fraudulent credit card data even if the associated financial institution approved payment. To the extent its efforts to prevent fraudulent transactions result in inadvertent refusal to fill legitimate business requests, JM Bullion would lose the benefit of legitimate potential sales and risk the alienation of its legitimate customers.

JM Bullion’s direct-to-client sales business could be subject to accusations of improper sales practices.

JM Bullion sells precious metals and numismatics over the internet directly to the retail investor community.  Other retailers of precious metal products, including our Goldline subsidiary prior to the time it was acquired by us, have been the subject of accusations regarding their sales practices, including claims of misrepresentation, excessive product markups, pressured sales tactics and product switching.  We believe that the sales practices of JM Bullion conform to applicable legal and ethical standards, and that there is no material basis for claims against JM Bullion in this regard.  Nevertheless, given the nature of the retail precious metals business, the possibility that investors in precious metals may lose a substantial portion of their investment as a result of adverse market trends and the vulnerability of certain retail precious metal investors to economic loss, there can be no assurance that claims will not be made regarding JM Bullion’s business practices or that, if made, such claims will not attract the attention of governmental and private sector consumer advocates.  Were this to occur, JM Bullion could suffer adverse publicity, be subject to governmental enforcements actions or be forced to modify the sales and marketing practices of its direct-to-client sales business.

The precious coin and metal business is subject to the risk of fraud and counterfeiting.

The precious metals (particularly bullion) business is exposed to the risk of loss as a result of “materials fraud” in its various forms. JM Bullion seeks to minimize its exposure to this type of fraud through a number of means, including third-party authentication and verification, reliance on its internal experts and the establishment of procedures designed to detect fraud. However, there can be no assurance that JM Bullion will be successful in preventing or identifying this type of fraud, or in obtaining redress in the event such fraud is detected.

JM Bullion expects to profit on precious metals acquired from its customers, but that might not be the case.

One of the services that JM Bullion provides to its customers is its program of offering to repurchase precious coins and bullion owned by its customers. We believe that this program encourages the purchase of coins and bullion as an investment because it assures JM Bullion’s customers that their investment in the products offered by JM Bullion will be liquid and can be monetized if the customers have a need for cash. JM Bullion offers to repurchase coins and bullion from its customers at prices designed to reflect current market valuations, but also allows JM Bullion to profit on the resale of the products. There can be no assurance, however, that JM Bullion will in fact be able to resell product that it repurchases at a price that will justify the cost of repurchase. In a declining market for precious metal products, JM Bullion could be burdened with substantial amounts of repurchased inventory that it is unable to resell at an economic price, or at all. If JM Bullion were to suspend or discontinue its offer to repurchase coin and bullion from its customers because of adverse market conditions, it could antagonize its customers and impair the perception among its customers that precious coin and bullion is a safe and attractive investment.

JM Bullion relies on third parties for storage, distribution and logistics, and the deterioration in JM Bullion’s relationship with these third parties, increases in the fees that they charge or their failure to perform as anticipated could adversely affect JM Bullion’s business and reputation.

JM Bullion depends on third parties to perform functions critical to its ability to deliver product to its customers. While JM Bullion maintains a warehouse facility in Dallas, Texas, the warehouse is not fully operational. Even after the warehouse comes into full use, much of the coin and metal products sold to customers may still be delivered directly by the sources from whom JM Bullion purchases coin and metal products. This has included us to a substantial degree, and while if the acquisition of JM Bullion is consummated we anticipate being JM Bullion’s major source of product, JM Bullion may rely on other sources for this purpose. Among other services, JM Bullion also relies on third parties for payment processing and data hosting services. If any of the third-party service providers upon whom JM Bullion relies fails to function with the care, diligence and timeliness expected of it, JM Bullion’s business operations may suffer interruption, JM Bullion could incur additional cost and expense and its reputation with its customers could be substantially harmed.

Certain of JM Bullion’s websites publish data concerning the precious metal markets obtained from third parties, which could be inaccurate.

JM Bullion’s silverprice.org and goldprice.org publish data on precious metal and cryptocurrency pricing which is obtained from third parties. While we believe that the sources of the published data are reliable, the data is not independently verified by JM Bullion or us. If the data that JM Bullion receives and publishes were inaccurate, and were relied upon by consumers visiting these websites, JM Bullion could be exposed to liability and may suffer damage to its reputation.

JM Bullion does not collect sales or consumption taxes in some jurisdictions, and if such jurisdictions successfully challenged this practice, JM Bullion could be subject to liabilities.

JM Bullion does not collect sales or consumption taxes in certain jurisdictions. Certain states have been aggressively seeking to require even those businesses that do not maintain a physical presence in such states to collect sales and use taxes, rather than relying on the consumers to pay such taxes themselves. In June 2018, the United States Supreme Court issued a decision in South Dakota v. Wayfair, et al. that upheld a South Dakota statute that imposes sales tax collection on an out of state seller under certain conditions that do not include physical presence in South Dakota. A successful assertion by one or more states or requiring JM Bullion to remit taxes where it does not do so presently could result in substantial tax liabilities, including for past sales, as well as penalties and interest.

To the extent that JM Bullion’s business expands internationally, it may be subject to regulatory and customs risks from cross-border transactions, and fluctuations in foreign currency exchange rates.

JM Bullion does not conduct any operations, or transact to any materially degree, with customers outside the United States. To the extent JM Bullion expands its operations to include international sales, its international business will be subject to significant trade regulations, taxes, and duties in a variety of jurisdictions. This exposure, as well as any changes, to these regulations could potentially impose increased documentation and delivery requirements on JM Bullion, increase its costs, delay delivery times, and subject JM Bullion to additional potential liabilities.

Sales generated from customers located outside the United States would be exposed to foreign exchange rate fluctuations. A strengthening of the U.S. dollar relative to the currencies in other countries where JM Bullion may in the future conduct its business would impact its ability to compete internationally as the cost of its products priced in other currencies improve relative to the cost of its U.S. dollar-denominated products. Such an exchange rate driven increase in its prices would likely result in a decrease in international volumes, which would adversely affect its revenue and profitability. Alternatively, if JM Bullion priced its international sales in local currencies, a relative strengthening of the U.S. dollar would result in lower reported revenues from international sales.

JM Bullion’s failure or inability to protect its intellectual property could harm its competitive position.

JM Bullion relies on a combination of patent, trade secret, copyright and trademark laws and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect its rights in its business, services, know-how and information. JM Bullion has one issued United States patent and a portfolio of registered and unregistered trademarks. JM Bullion may apply for additional patents in the future, but there can be no assurance that any such applications will be granted, and if granted may not protect its technology. JM Bullion’s patent, trademarks or service marks may be challenged and found by a court to be invalid or unenforceable. Even if its registrations are upheld or are not challenged, the costs of enforcing intellectual property rights can be material

JM Bullion generally enters into confidentiality agreements with its employees, consultants and other third parties to control and limit access to, and disclosure of, its confidential information. These contractual arrangements or other steps taken to protect its intellectual property may not prove to be sufficient to prevent misappropriation of technology or deter independent third-party development of similar technologies.

JM Bullion has not attempted to register any patents or trademarks in any jurisdictions outside the United States. If JM Bullion were to apply to register patterns or trademarks in non-U.S. jurisdictions where it might in the future conduct operations, there can be no assurance that its applications would be accepted. Additionally, the laws of foreign countries may not protect our services or intellectual property rights to the same extent as do the laws of the United States.

If JM Bullion were unable to protect or enforce its intellectual property rights, its competitive position would suffer.

Third parties may assert violations of their intellectual property rights against JM Bullion.

Third parties may currently have, or may eventually be issued, patents upon which the technologies used by JM Bullion infringe, subjecting JM Bullion to claims for infringement. JM Bullion could incur significant costs and diversion of management time and resources to defend such claims, regardless of their validity. As a consequence of litigation in which JM Bullion was accused of infringement, JM Bullion could suffer development delays, be required to develop non-infringing technology at considerable cost and expense, or be compelled to enter into royalty or license agreements, which might not be available on economically acceptable terms, or at all.

JM Bullion faces competition from a variety of sources and channels.

JM Bullion faces competition from both traditional precious coin and metal retail brokers and coin stores, as well as other specialty online precious coin and metal sites, such as APMEX, Inc., SD Bullion, Inc., and Bullion Exchange, LLC. In addition, certain general online merchandisers such as eBay also offer collectible coins and bullion for sale, and other major online retailers, with financial and marketing resources, name recognition and a customer base that are far greater than those that are available to JM Bullion, may in the future enter this market. Competition is based upon the mix and availability of coin and bullion product, price, delivery times, convenience and customer service. One of the anticipated benefits of our acquisition of JM Bullion is the competitive advantage afforded by our access to inventory, our relationships with major mints and our delivery and storage capabilities, which will be assured to JM Bullion upon consummation of the acquisition. However, these benefits may not be realized. There can be no assurance that JM Bullion will be able to compete effectively with other retail sources and channels for precious coin and bullion, especially if the demand for these products were to contract from its current record high levels.

Risks related to the Business of the Company

The Company’s existing business is associated with a variety of risks, some of which are similar to those to which JM Bullion is exposed, particularly those relating to the Company’s direct to consumer Goldline business. The Company is also subject to a variety of risks that are different than or in addition to the risks to which JM Bullion is subject.

You are urged to review and carefully consider the risks to which the Company is subject that are described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus supplement, in addition to the following risk factors.

Our business could be adversely affected by the COVID-19 pandemic.

On March 11, 2020, the World Health Organization announced that infections of COVID-19 had become pandemic, and on March 13, 2020, COVID-19 was declared a national emergency on account of the spread of the disease in the United States. The COVID-19 pandemic has caused significant disruption in the financial markets both globally and in the United States, and has severely constricted the level of economic activity worldwide. Additionally, new and potentially more contagious variants of COVID-19 have been identified, which could further amplify the impact of the pandemic. Given the significant uncertainty around the duration and severity of the impact of the COVID-19 pandemic, we continue to face risks related to the ongoing COVID-19 pandemic. Further, the significant increase in remote working, particularly for an extended period of time, could exacerbate certain risks to our business, including an increased risk of cybersecurity events and improper dissemination of personal or confidential information, although we do not believe these circumstances have, or will, materially adversely impact our internal controls or financial reporting systems. While there have been certain positive effects of the market reaction to the outbreak on our business, as precious metals prices have experienced increased volatility resulting in enhanced pricing spreads and improved profitability, we cannot tell how long these effects will continue or predict their future magnitude. The disruption in the financial markets, and public health developments such as voluntary and mandatory quarantines, travel restrictions, and other restrictions, have also had, and could in the future, have adverse effects on our businesses, including the following:

The extent to which the COVID-19 pandemic affects our business will depend on future developments, including new information that may emerge concerning vaccines or treatments, the duration of the outbreak, and actions taken to contain the COVID-19 pandemic or mitigate its impacts, all of which are highly uncertain and cannot be predicted with confidence.

Our business is heavily dependent on our credit facility.

Our business depends substantially on our ability to obtain financing for our operations. The Trading Credit Facility (as further described and defined below) provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. The Trading Credit Facility is an uncommitted demand facility provided by a syndicate of financial institutions (the “Trading Credit Lenders”), and is currently scheduled to mature on March 26, 2021. A-Mark routinely uses funds drawn under the Trading Credit Facility to purchase metals from its suppliers and for operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance its lending activities. Although we intend to renew and extend the Trading Credit Facility prior to its maturity, there can be no assurance that we will be able to renew the Trading Credit Facility with the same or similar terms, if at all, which would reduce the financing available to us and could limit our ability to conduct our business, including the lending activity of our CFC subsidiary.

Pursuant to the terms of the Trading Credit Facility, each Trading Credit Lender may, at any time in its sole discretion (subject to certain notice requirements), decline to make loans to us. If we are unable to access funds under the Trading Credit Facility, we may be limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs.

The Trading Credit Facility requires us to maintain certain financial ratios and to comply with various operational and other covenants. Upon the occurrence of an event of default under the Trading Credit Facility that was not cured or waived pursuant to the terms of the Trading Credit Facility, the Trading Credit Lenders could elect to declare all amounts outstanding under the Trading Credit Facility to be due and payable immediately. Further, Trading Credit Lenders holding 50% or more of the indebtedness under the Trading Credit Facility may require us to repay all outstanding indebtedness under the Trading Credit Facility at any time, even if we are in compliance with the financial and other covenants under the Trading Credit Facility.

We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments, including the Trading Credit Facility, upon demand or acceleration, or at maturity, or that we would be able to refinance or restructure the payments under the Trading Credit Facility. The failure of A-Mark to renew or replace the Trading Credit Facility under such circumstances would reduce the financing available to us and could limit our ability to conduct our business, including the lending activity of our CFC subsidiary. There can be no assurance that we could procure replacement financing on commercially acceptable terms on a timely basis, or at all. We have pledged a significant portion of our assets as collateral under the Trading Credit Facility, and if we were unable to repay the amounts outstanding thereunder, the administrative agent under the Trading Credit Facility could proceed against the collateral granted to secure such indebtedness.

We are subject to fluctuations in interest rates based on the variable interest terms of the Trading Credit Facility and we may not be able to pass along to our customers and borrowers some or any part of an increase in the interest that we are required to pay under the Trading Credit Facility. Amounts under the Trading Credit Facility bear interest based on one month LIBOR plus (i) 2.50% for revolving credit line loans and (ii) 4.50% for loans extended in excess of the then-available revolving credit line. The LIBOR was approximately 0.14% as of December 31, 2020.

We could suffer losses with our financing operations.

We engage in a variety of financing activities with our customers:

Our ability to minimize losses on the credit that we extend to our customers depends on a variety of factors, including:

Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.

We are subject to various laws, litigation, regulatory matters and ethical standards, and our failure to comply with or adequately address developments as they arise could adversely affect our reputation and operations. Our policies, procedures and practices and the technology we implement are designed to comply with federal, state, local and foreign laws, rules and regulations, including those imposed by the SEC and other regulatory agencies, the marketplace, the banking industry and foreign countries, as well as responsible business, social and environmental practices, all of which may change from time to time. Significant legislative changes, including those that relate to employment matters and health care reform, could impact our relationship with our workforce, which could increase our expenses and adversely affect our operations. In addition, if we fail to comply with applicable laws and regulations or implement responsible business, social and environmental practices, we could be subject to damage to our reputation, class action lawsuits, legal and settlement costs and civil liability, increased cost of regulatory compliance, restatements of our financial statements, disruption of our business and loss of customers. Any required changes to our employment practices could result in the loss of employees, reduced sales, increased employment costs, low employee morale and harm to our business and results of operations. In addition, political and economic factors could lead to unfavorable changes in federal and state tax laws, which may increase our tax liabilities. An increase in our tax liabilities could adversely affect our results of operations. We are also regularly involved in various litigation matters that arise in the ordinary course of business. Litigation or regulatory developments could adversely affect our business and financial condition.

There are various federal, state, local and foreign laws, ordinances and regulations that affect our trading business. For example, we are required to comply with the Foreign Corrupt Practices Act and a variety of anti-money laundering and know-your-customer rules in response to the USA Patriot Act.

The SEC has promulgated rules mandated by the Dodd-Frank Act regarding disclosure, on an annual basis, of the use of tin, tantalum, tungsten and gold, known as conflict minerals, in products manufactured by public companies. These rules require due diligence to determine whether such minerals originated from the Democratic Republic of Congo (the "DRC") or an adjoining country and whether such minerals helped finance the armed conflict in the DRC.

The Company has concluded that it is not currently subject to the conflict minerals rules because it is not a manufacturer of conflict minerals under the definitions set forth in the rules. Depending on developments in the Company’s business, it could become subject to the rules at some point in the future. In that event, there will be costs associated with complying with these disclosure requirements, including costs to determine the origin of gold used in our products. In addition, the implementation of these rules could adversely affect the sourcing, supply and pricing of gold used in our products. Also, we may face disqualification as a supplier for customers and reputational challenges if the due diligence procedures we implement do not enable us to verify the origins for the gold used in our products or to determine that the gold is conflict free.

CFC, which provides financing to customers of the Company, is required to comply with, or qualify for exemptions from, licensing, disclosure, usury and other lending regulations in each jurisdiction where it operates. For example, in California, CFC operates under a California Finance Lenders License issued by the California Department of Financial Protection and Innovation (formerly the California Department of Business Oversight). See “—Risks Relating to Our Regulatory Environment” below.

From time to time, we are also involved in, or the subject of, reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies, including the Commodity Futures Trading Commission and other federal and state agencies which may assert oversight over aspects of CFC’s operations and CFC’s qualifications to conduct its business in certain jurisdictions, which could subject us to significant fines, penalties, obligations to change our business practices and other requirements resulting in increased expenses and diminished earnings. From time to time and presently we are also subject to information, investigations or proceedings by the Commodity Futures Trading Commission relating to other aspects of our businesses, including products and services offered by Goldline. Our involvement in any such matter also could cause significant harm to our reputation and divert management attention from the operation of its business, even if the matters are ultimately determined in our favor. Moreover, any settlement, or any consent order or adverse judgment in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same activities.

There can be no assurance that the regulation of our trading and lending businesses will not increase or that compliance with the applicable regulations will not become more costly or require us to modify our business practices.

Risks Relating to Our Regulatory Environment

CFC’s financing business operates in a highly regulated environment that is subject to continual review by a range of federal, state and local agencies, which results in inherent uncertainty. Changing federal, state, and local laws, as well as changing regulatory enforcement policies and priorities, may negatively impact our business.

CFC’s financing business is subject to an extensive patchwork of regulation, supervision and examination under United States federal, state and local laws and regulations, as well as the requirements of jurisdictions outside the United States. CFC is required to comply with numerous federal, state, and local laws and regulations that regulate the terms of the loans that CFC originates and its underwriting and disclosure processes. Any failure to comply with any of these laws or regulations could subject CFC to lawsuits or governmental actions and/or damage CFC’s reputation, which could materially and adversely affect CFC’s business. Regulators have broad discretion with respect to the interpretation, implementation, and enforcement of these laws and regulations, including through enforcement actions that could subject CFC to civil money penalties, customer remediations, increased compliance costs, and limits or prohibitions on CFC’s ability to offer certain loan products.

Additionally, federal, state, and local governments and regulatory agencies regularly review and may periodically enact new laws, regulations, and rules applicable to CFC’s loans. Federal and state regulators are also enforcing existing laws, regulations, and rules more aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. Applicable regulations are constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on CFC’s ability to operate as currently intended.

These regulatory changes and uncertainties make CFC’s business planning more difficult and could result in changes to its business model and potentially adversely impact its results of operations. New laws or regulations may also require CFC to incur significant expenses to ensure compliance. In addition, CFC’s failure to comply (or to ensure that its agents and third-party service providers comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which could include revocation of licenses, fines and other monetary penalties, civil and criminal liability, substantially reduced payments by borrowers, modification of the original terms of loans, permanent forgiveness of debt, or the inability to, directly or indirectly, collect all or a part of the principal of or interest on loans.

Proposals to change the statutes affecting financial services companies are frequently introduced in Congress and state legislatures that, if enacted, may affect CFC’s operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on CFC’s operating environment. We cannot determine with any degree of certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon CFC’s business.

With respect to state regulation, although CFC seeks to comply with applicable state laws in all U.S. jurisdictions where it originates loans, including licensing and other requirements that CFC believes may be applicable to it, if CFC is found to not have complied with applicable laws, CFC could lose one or more of its licenses or authorizations or face other sanctions or penalties or be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on CFC’s ability to make loans to borrowers in particular states and, thus, adversely impact CFC’s business.

While CFC has developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that its compliance policies and procedures will be effective. Failure to comply with these laws and with regulatory requirements applicable to CFC’s business could subject us or CFC to damages, revocation of licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our or CFC’s business.

CFC has previously ceased business in certain jurisdictions due to regulatory restrictions and, if CFC exits additional jurisdictions due to regulatory restrictions, it could adversely affect our business as a whole.

In the past, CFC has ceased originating loans in, restricted its operations in, or chosen not to begin business in, certain jurisdictions due to regulatory restrictions that render its operations impermissible, unprofitable or impractical. In addition, because of onerous state or local regulation in addition to federal regulation, CFC may restrict or discontinue business in certain jurisdictions where CFC is otherwise active. As of December 31, 2020, CFC did not offer loans in certain U.S. states because we do not believe it is economically feasible for CFC to operate in those jurisdictions due to specific statutory or regulatory restrictions.

The adoption of state regulatory measures cannot be predicted, but we expect that other states may propose or enact similar restrictions affecting CFC’s loan products in the future, which could affect CFC’s operations in such states. Legislation or regulations targeting or otherwise directly affecting CFC’s financing business have been introduced or adopted in a number of states over the last few years, and we regularly monitor proposed legislation or regulations that could affect CFC’s business.

If CFC were forced to exit many key jurisdictions due to such concerns, we cannot guarantee that CFC will be able to find suitably attractive additional business opportunities elsewhere, which could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.

We use lead providers and marketing affiliates to assist us in obtaining new customers and, and if lead providers or marketing affiliates do not comply with an increasing number of applicable laws and regulations, or if our ability to use such lead providers or marketing affiliates is otherwise impaired, it could adversely affect our business.

We are dependent on third parties, referred to as lead providers (or lead generators) and marketing affiliates, as a source of new customers, including for our Direct Sales business segment and new borrowers for CFC’s financing business. Our marketing affiliates place our advertisements on their websites that direct potential customers to our websites. Generally, lead providers operate, and also work with their own marketing affiliates who operate separate websites to attract prospective customers and then sell those “leads” to online traders and lenders. As a result, the success of our business depends substantially on the willingness and ability of lead providers or marketing affiliates to provide us customer leads at acceptable prices.

If regulatory oversight of lead providers or marketing affiliates is increased, through the implementation of new laws or regulations or the interpretation of existing laws or regulations, our ability to use lead providers or marketing affiliates could be restricted or eliminated. For example, the Consumer Financial Protection Bureau (“CFPB”) has indicated its intention to examine compliance with federal laws and regulations by lead providers and to scrutinize the flow of non-public, private borrower information between lead providers and lead buyers, such as us. Over the past few years, several states have taken actions that have caused us to discontinue the use of lead providers in those states. While these discontinuations did not have a material adverse effect on us, other states may propose or enact similar restrictions on lead providers and potentially on marketing affiliates in the future, and if other states adopt similar restrictions, our ability to use lead providers or marketing affiliates in those states would also be interrupted.

The failure by lead providers or marketing affiliates to comply with applicable laws or regulations, or any changes in laws or regulations applicable to lead providers or marketing affiliates or changes in the interpretation or implementation of such laws or regulations, could have an adverse effect on our business and could increase negative perceptions of our business and industry. Additionally, the use of lead providers and marketing affiliates could subject us to additional regulatory cost and expense. If our ability to use lead providers or marketing affiliates were to be impaired, our business, prospects, results of operations, financial condition and cash flows could be materially adversely affected.

Judicial decisions, CFPB rulemaking or amendments to the Federal Arbitration Act could render the arbitration agreements we use illegal or unenforceable.

We include arbitration provisions in our loan and financing agreements. These provisions are designed to allow us to resolve any customer disputes through individual arbitration rather than in court and explicitly provide that all arbitrations will be conducted on an individual and not on a class basis. Thus, our arbitration agreements, if enforced, have the effect of shielding us from class action liability. Our arbitration agreements do not generally have any impact on regulatory enforcement proceedings. We take the position that the arbitration provisions in loan and financing agreements, including class action waivers, are valid and enforceable; however, the enforceability of arbitration provisions is often challenged in court. If those challenges are successful, our arbitration and class action waiver provisions could be unenforceable, which could subject us to additional litigation, including additional class action litigation.

In addition, the U.S. Congress has considered legislation that would generally limit or prohibit mandatory arbitration agreements in consumer contracts and has enacted legislation with such a prohibition with respect to certain mortgage loan agreements and also certain consumer loan agreements to members of the military on active duty and their dependents. Further, the Dodd-Frank Act directed the CFPB to study consumer arbitration and authorized the CFPB to adopt rules limiting or prohibiting consumer arbitration, consistent with the results of its study. In July 2017, the CFPB issued a new rule on arbitration, which would have prohibited class action waivers in certain consumer financial services contracts. However, in November 2017, President Trump signed a joint resolution passed by Congress disapproving the rule under the Congressional Review Act. Because the rule was disapproved, it cannot be reissued in substantially the same form, and the CFPB cannot issue a substantially similar rule unless the new rule is specifically authorized by a law enacted after the date of the joint resolution disapproving the original rule.

Any judicial decisions, legislation or other rules or regulations that impair our ability to enter into and enforce consumer arbitration agreements and class action waivers will increase our exposure to class action litigation as well as litigation in plaintiff-friendly jurisdictions, which would be costly and could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.

Our advertising and marketing materials and disclosures have been and continue to be subject to regulatory scrutiny.

In the jurisdictions where we operate, our advertising and marketing activities and disclosures are subject to regulation under various industry standards, borrower protection laws, and other applicable laws and regulations. Consistent with the lending industry as a whole, our advertising and marketing materials have come under increased scrutiny.

Going forward, there can be no guarantee that we will be able to advertise and market our business units in a manner we consider effective. Any inability to do so could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.

Risks Related to our Common Stock and this Offering

The market price and trading volume of shares of our common stock has been and likely will continue to be volatile, which could cause the value of your investment to decline.

The market price of our common stock has been and likely will continue to be volatile, including as a result of the announcement of the JM Bullion acquisition. In addition, the stock markets generally may experience significant volatility, often unrelated to the operating performance of the individual companies whose securities are publicly traded. The trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines, you may be unable to resell your shares. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.

Some of the factors, many of which are beyond our control, that could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock include:

In addition to factors affecting the volatility of our common stock generally, the effects of the COVID-19 pandemic, which appears to have resulted in a substantial increase in the demand for precious coins and metal products, could subside and our revenues and profits could decline. This could place downward pressure on the trading price of our common stock.

Future offerings of debt, which would be senior to our shares upon liquidation, and/or preferred equity securities, which may be senior to our shares upon liquidation, could adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities. If a liquidation event were to occur, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Holders of shares of our common stock are not entitled to preemptive rights or other protections against dilution. Our preferred shares, if issued, could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of shares of our common stock. Since our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of shares of our common stock and diluting their shareholdings in us.

The number of shares available for future sale could adversely affect the market price of shares of our common stock.

We cannot predict whether future issuances of our shares or the availability of shares of our common stock for resale in the open market will decrease the market price per share of shares of our common stock. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of shares of our common stock and make it difficult for us to raise funds through securities offerings in the future. Following this offering (but prior to the acquisition), approximately 30% of the outstanding shares of our common stock will be held by members of our board and management. In addition, as of December 31, 2020, there were 1,195,374 shares of common stock issuable upon exercise of outstanding options under the 2014 Plan. These shares can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates. If any of our stockholders cause, or there is a perception that they may cause, a large number of their shares to be sold in the public market, the sales could reduce the trading price of shares of our common stock and could impede our ability to raise future capital. In addition, we, all of our directors, our executive officers and the selling stockholders have each agreed, subject to certain exceptions, to be subject to a 90-day lock-up restriction in connection with this offering. The market price of our common stock may decline when this lock-up restriction lapses.

A portion of the consideration for our acquisition of JM Bullion consists of restricted shares of our common stock, which could create a market overhang when they become freely tradable and depress the price of our common stock.

Part of the consideration for our acquisition of JM Bullion consists of shares of our common stock, which are estimated to represent approximately 10% of our common stock expected to be outstanding following consummation of this offering. The current stockholders of JM Bullion have agreed to lockup the shares that they will receive for a period of nine months following the closing of the acquisition. Following that time, certain of the holders will be able to sell the stock they receive pursuant to Rule 144 under the Securities Act. Two of these stockholders may be deemed to be our affiliates, and their ability to resell their shares under Rule 144 will be limited. We have therefore agreed to register their shares under the Securities Act for resale after the conclusion of the lockup period. The availability of the shares issued to the existing stockholders of JM Bullion for resale in the open market at the end of the lockup period could create an overhang on the market for our shares and depress the price of our common stock at that time.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and documents incorporated by reference into this prospectus supplement or the accompanying prospectus contain statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, which constitute “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements are based on our current plans, expectations and projections about future events. We caution you therefore against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.

The forward-looking statements included in this prospectus supplement, the accompanying prospectus or in documents incorporated by reference herein or therein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors, including, among others:

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference herein or therein. All forward-looking statements are made as of the date of this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference in these documents, as applicable, and the risk that actual results, performance and achievements will differ materially from the expectations expressed in or referenced by the applicable document will increase with the passage of time. Except as otherwise required by the U.S. Federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements we make in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein, as applicable, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference herein or therein, the inclusion of such forward-looking statements should not be regarded as representation by us or any other person that the objectives and strategies set forth in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference herein or therein will be achieved.

ACQUISITION OF JM BULLION

History of JM Bullion

JM Bullion is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its own websites and marketplaces. JM Bullion owns and operates five separately branded websites targeting specific niches within the precious metals market, including JMBullion.com, ProvidentMetals.com, Silver.com, GoldPrice.org, and SilverPrice.org.

JM Bullion, Inc. (“JM Bullion”) commenced operations in September 2011, with the goal of making the online purchase and sale of precious metals products easy and transparent. Today, JM Bullion is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its own websites and marketplaces. JM Bullion owns and operates three separately branded websites targeting specific segments within the precious metals market, including JMBullion.com, ProvidentMetals.com, and Silver.com, and two websites, GoldPrice.org and SilverPrice.org that publish data on precious metal and cryptocurrency pricing and generate leads for its other websites. As of December 31, 2020, JM Bullion had approximately 1.3 million total customers and approximately 300,000 active customers. JM Bullion also repurchases precious metal products from customers. Customers transact a repurchase either online or by phone, and receive payment following JM Bullion’s receipt of the products being repurchased and confirmation of their authenticity. JM Bullion repurchased product for approximately $220 million in calendar 2020.

The headquarters of JM Bullion are located at 8350 North Central Expressway, Suite 250, Dallas, Texas 75206.

Recent Performance

In calendar 2020, JM Bullion achieved these milestones:

Our Relationship with JM Bullion

Historical relationship

We believe that our relationship with JM Bullion over the past decade has been an important factor in JM Bullion’s accelerating growth.

We began selling product to JM Bullion in 2013. In 2014, we made an initial equity investment in JM Bullion to access an important online retail channel for precious metal products, and to gain insight into JM Bullion’s online marketing and search engine optimization. At the same time, we began to provide certain logistic services to JM Bullion, including secure storage and delivery services. We also entered into an exclusive supplier agreement with JM Bullion, pursuant to which we agreed to supply JM Bullion with substantially all its requirements for bullion product, and assisted JM Bullion with its hedging operations.

In 2015, we opened our Las Vegas distribution facility, which enabled us to provide JM Bullion with increased logistic support that matched its growth. We extended our exclusive supplier agreement with JM Bullion, and began to provide backend support for JM Bullion’s buyback program in October 2016. At the same time, we made an additional investment in JM Bullion, increasing our equity interest to approximately 21%. We also extended our exclusive supplier agreement with JM Bullion. In late 2016, we began to provide backend support for JM Bullion’s buyback program. In 2017, our Chief Executive Officer, Mr. Gregory Roberts, joined the board of JM Bullion.

Our exclusive supplier agreement with JM Bullion ended in mid-2020, but we continue to supply JM Bullion with the majority of its product needs. In calendar 2020, our sales to JM Bullion totaled approximately $1.05 billion or approximately 17% of our total sales. In addition to being a significant source of revenue, our relationship with JM Bullion has provided us with important insight into the retail market for precious metals.

We and JM Bullion are parties to a repurchase (or “repo”) arrangement that allows JM Bullion to reserve product for future purchase. Under this arrangement, JM Bullion pays us an upfront premium and also pays us an interest factor on the amount of the product subject to the repo arrangements. When JM Bullion elects to purchase the product out of repo, it pays us the spot price for the metal in effect at the time of purchase. The average value of product that was subject to repo arrangements between us and JM Bullion during calendar 2020 was $23.0 million.

We currently own 20.53% of the outstanding shares of JM Bullion and have historically accounted for our investment under the equity method, under which we adjusted the carrying value of the investment for our proportionate share of JM Bullion’s earnings or losses, with the corresponding share of earnings or losses reported in other income (expense), net in our statements of income. On February 8, 2021, we entered into an agreement to purchase the remaining 79.47% ownership interests of JM Bullion for a purchase price of approximately $138.3 million in cash and stock, subject to adjustment as described below. We expect to fund the majority of the cash portion of the purchase price of this acquisition with the proceeds from this offering.

Acquisition Strategy

We believe that our acquisition of JM Bullion will:

Business of JM Bullion

JM Bullion is an internet retailer of precious metal products that it sells through its proprietary websites.

Products

JM Bullion’s products include primarily coins, rounds, and bars.

Coins, rounds and bars are made from silver, gold, platinum, or palladium and in some cases copper. JM Bullion occasionally sells jewelry products fashioned around coins or rounds as well.

Typically, JM Bullion offers approximately 2,000 different products, measured by stock keeping units or SKUs, on its websites. This number can vary over time, particularly when demand is high and certain SKUs may be out of stock.

JM Bullion has historically purchased a majority of its products from A-Mark. In 2020, approximately 75% of JM Bullion’s product offerings were sourced from A-Mark, with the remaining product coming from approximately 10 other suppliers. JM Bullion also has a direct purchasing relationship with certain governmental and private mints.

While JM Bullion maintains an inventory of precious metal products for sale to its customers, it does not speculate in precious metal. As such, it attempts to at all times be fully hedged against movements in precious metal pricing. It does so through the purchase of both short and long futures contracts with a major financial institution.

As a service to its customers, JM Bullion makes available for sale on its websites protective accessories for precious metal products, including acrylic coin holders and capsules, coin tubes and silver bar tubes.

Websites

JM Bullion operates five websites: JMBullion.com, ProvidentMetals.com, Silver.com, SilverPrice.org and GoldPrice.org. JMBullion.com is the original website of JM Bullion. ProvidentMetals.com was purchased by JM Bullion as an operational website in 2019, while JM Bullion purchased the domain name Silver.com in 2013. SilverPrice.org and GoldPrice.org are primarily precious metals price checking websites, and these were purchased by JM Bullion in 2017.

Customers may order product on each of the JMBullion.com, ProvidentMetals.com and Silver.com websites. While each of these sites appeals to a different customer clientele and may from time to time have slightly different product offerings, all orders are processed in the same manner. Customers may either become registered users or order as guests. Registration offers certain benefits, including the ability to store shipping and billing information and to reserve product for future purchase. Customers may place their orders online, or they may use the toll-free telephone number available on the websites to order through a customer representative. Customer support is available through each of the websites.

The SilverPrice.org and GoldPrice.org websites provide real time price information on silver, gold, and cryptocurrencies. Although customers cannot order product on these websites, the websites direct visitors to JMBullion.com for placing orders. JM Bullion accepts paid third-party advertising on these sites as an additional source of revenue.

JM Bullion utilizes an internally developed search engine optimization, or SEO, strategy to drive traffic to its websites, particularly to JMBullion.com. We believe that JM Bullion’s SEO strategy provides its business with a significant competitive advantage. JM Bullion also pays for placement on the major search engines, including Google, Bing, Apple, and Yahoo!, employing internally developed strategies to reach a targeted audience and to optimize the cost effectiveness of paid for searches.

Payment and Delivery of Product

JM Bullion accepts virtually all major payment methods, as well as cryptocurrency, but does not ship product unless payment has been received or verified.

Although JM Bullion accepts payment in cryptocurrency, it converts these currencies into U.S. dollars and does not maintain a position or exposure to fluctuations in the value of cryptocurrencies.

We believe that JM Bullion has a robust anti-money laundering, or AML, program. In addition, to internally monitoring sales for potential violation of AML laws and regulations, JM Bullion employs an external firm to monitor AML compliance on a monthly basis and to perform an annual AML audit.

Currently, JM Bullion only delivers product in the United States, and does not have any significant international sales.

Buyback Program

JM Bullion also offers to repurchase precious metal products through its websites. With its buyback program, JM Bullion provides collectors of precious metal products with a means to dispose of their holdings at transparent and competitive prices. This contrasts with the prevailing circumstances before the advent of ecommerce in precious metal products, when a selling collector would have to locate a coin dealer willing to purchase product, often at a steep discount to value.

The buyback program is a source of inventory for JM Bullion, which is able to acquire product for resale at a discount to dealer prices. In 2020, JM Bullion repurchased approximately $220 million of product through its buyback program. Product repurchased through the program accounted for approximately 14.7% of the sales made by JM Bullion during 2020.

Generally, JM Bullion will indicate on its websites the products that it is interested in repurchasing, and a collector seeking to sell such products may arrange the sale online. Alternatively, the collector may call a customer representative using the toll-free number on the website and arrange a sale by telephone. By calling a customer representative, the collector may also determine if JM Bullion has an interest in repurchasing products that are not listed on the website.

The collector will be offered a price at, or at a slight discount to, prevailing spot prices for the relevant precious metal. If the collector desires to sell at that price, the collector ships the product for sale to the location directed by JM Bullion. Upon receipt, the product is tested for authenticity and, once validated, JM Bullion will then make prompt payment for the product.

Logistics

Since 2014, JM Bullion has outsourced its logistics functions to A-Mark, which A-Mark conducts out of its distribution facility in Las Vegas, Nevada. These functions have included inventory storage, with JM Bullion’s products being stored in segregated cages at A-Mark’s Las Vegas facility. A-Mark also ships and tracks product sent to the customers of JM Bullion from this facility, using an application program interface, or API, that is integrated with JM Bullion’s sales function. A-Mark has also historically provided the backend support for JM Bullion’s buyback program. Collectors were directed to ship products for purchase to A-Mark’s Las Vegas facility, where they were checked for authenticity and then stored on behalf of JM Bullion.

With the opening of JM Bullion’s distribution facility in Dallas, Texas, the backend logistics for the buyback program has been relocated to Dallas. JM Bullion anticipates migrating its other logistic functions to the Dallas facility in the near term. Following consummation of its acquisition of JM Bullion, A-Mark expects that the Dallas distribution facility will be integrated with A-Mark’s logistics functions and will facilitate more efficient and timely shipment of product by A-Mark to locations in the Midwest and the East Coast.

JM Bullion does not itself offer its customers storage facilities for their precious metal products. However, on the JM Bullion websites customers interested in storage capabilities are directed to A-Mark, which provides this service through its TDS subsidiary.

Competitors

JM Bullion competes with numerous other online retailers of direct-to-consumer precious metal products. Its principal competitors include APMEX, SD Bullion and Bullion Exchanges. Competition is based primarily on price and customer service, including the ability to offer same day shipping. To a lesser extent, competition is also based on product availability, although all major ecommerce retailers will typically stock the products that are most in demand.

Employees

JM Bullion has approximately 80 employees, almost all of whom are located at its Dallas headquarters or its Dallas distribution facility. Of these employees, approximately 5 are in executive management; 15 are in accounting, finance and hedging; 4 are in sales and marketing; 48 are in customer service, buybacks, and distribution; and 8 are in information technology. JM Bullion also engages consultants and other external service providers, including to assist with the opening of its new distribution facility and for various auditing services.

Management

JM Bullion is led by an experienced management team:

Documentation Regarding Our Acquisition of JM Bullion

The following summaries describe certain material provisions of the stock purchase agreement entered into by us, the other stockholders of JM Bullion, sometimes referred to as the JMB selling stockholders, and Michael R. Wittmeyer as the representative of the other stockholders, and certain related agreements. These summaries are not complete. The stock purchase agreement and the other documents described below have been filed by us with the SEC, and you are referred to that filing for the full text of these documents. See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

Stock Purchase Agreement

Stock Purchase

The stock purchase agreement provides for the acquisition by us of the 79.47% interest in JM Bullion that we do not currently own.  Following the closing of the acquisition, JM Bullion will become our wholly-owned subsidiary.

Stock Purchase Consideration

The purchase price for the acquisition is approximately $138.3 million, consisting of $103.7 million in cash and $34.6 million in our common stock. For this purpose, our common stock has been valued at $28.96 per share, which represents the volume-weighted average of the trading prices of our common stock for the 30 consecutive trading days immediately preceding the date of the stock purchase agreement. The cash portion of the purchase price will be reduced by an amount equal to 20.53% of the amount of a cash redemption to be made by JM Bullion to its other stockholders prior to the acquisition.  In addition, the common stock portion of the purchase price will be reduced so that no single stockholder of JM Bullion will own more than 4.8% of our common stock immediately following the acquisition. If the common stock consideration of a selling stockholder is reduced, the cash consideration payable to that stockholder will be increased by an amount equal to 65% of the value of the decrease in the common stock consideration.

The purchase price is subject to post-closing purchase price adjustments with respect to transaction expenses payable by JM Bullion prior to or following the closing date; the net tangible assets of JM Bullion immediately prior to the closing; and the indebtedness of JM Bullion as of immediately prior to the closing. $500,000 of the cash consideration payable to the JMB selling stockholders will be deposited with an escrow agent, to secure payment of any amounts due from the JMB selling stockholders in respect of any purchase price adjustment.

Representations and Warranties

The stock purchase agreement contains customary transactional representations and warranties of the parties. It also includes representations by us with respect to the sale of our common stock to fund the acquisition, and representations by the JM Bullion selling stockholders with respect to their sophistication and investment intent in acquiring the stock portion of the acquisition consideration.

Covenants

The stock purchase agreement contains certain customary covenants, including with respect to the conduct of the business of JM Bullion prior to closing; obtaining necessary regulatory and other consents; and exclusivity. The stock purchase agreement contains certain other covenants, including the following:

Director and Officer Indemnification and Insurance.

The stock purchase agreement requires us to preserve the existing rights of the officers and directors of JM Bullion to indemnification, advancement of expenses and exculpation. It also requires us to cause JM Bullion to maintain for a period of six years directors’ and officers’ liability insurance for these officers and directors covering the period prior to closing of the acquisition or to obtain equivalent “tail” insurance policies.

Conditions to the Closing of the Stock Purchase.

The stock purchase agreement contains customary conditions to closing of the acquisition, including the accuracy of representations and warranties, the performance of covenants, expiration or termination of the waiting period under the Hart-Scott-Rodino Act, the absence of a material adverse effect, as customarily defined, with respect to the business of JM Bullion or us, respectively, and the absence of any action by a governmental authority restraining the transaction. There are additional conditions to our obligation to consummate the acquisition, including that JM Bullion shall have a prescribed minimum net worth and that the registration statement of which this prospectus supplement and the accompanying prospectus forms a part shall have become effective and the offering of our common stock, at a prescribed minimum price per share, shall have been consummated in an amount sufficient to fund the acquisition.

Termination of the Stock Purchase Agreement.

The stock purchase agreement contains customary termination provisions, including if the closing has not occurred by June 7, 2021. If the JMB selling stockholders terminate the stock purchase agreement because we have breached our obligations with respect to the consummation of the offering of our common stock, or if our breach results in the inability to consummate common stock offering, or if we terminate because of our inability to consummate the common stock offering, we will be required to pay a $1.2 million termination fee to the JMB selling stockholders.

Indemnification.

The stock purchase agreement contain customary provisions for our indemnification by the selling stockholder with respect to breaches of representations, warranties and covenants, claims by current or former officers or directors of JM Bullion and certain tax matters.

The stock purchase agreement provides that $4,205,300 of the cash portion of the purchase price will be placed in escrow to satisfy indemnification obligations of the JMB selling stockholders, other than in respect of tax matters, which will be released on the 12-month anniversary of the closing date. The stock purchase agreement also provides that $794,700 of the cash portion of the purchase price will be placed in escrow to satisfy the indemnification obligations of the JMB selling stockholders in respect of tax matters, which will be released on the 24-month anniversary of the closing date. Other than with respect to the breach of certain fundamental representations and fraud, willful misconduct or willful concealment, our recourse for the breach by the JMB selling stockholders of their representations and warranties will be limited to $5,000,000.

Ancillary Agreements

Michael R. Wittmeyer Employment Agreement

Subject to the closing of the acquisition, Mr. Wittmeyer will enter into a new employment agreement with JM Bullion under which he will continue to serve as its chief executive through June 30, 2024. The agreement provides that Mr. Wittmeyer will be nominated to serve as a member of our board for so long as he continues to be employed under the employment agreement or holds at least 75% of the common stock he receives in connection with the acquisition. The agreement also provides that Mr. Wittmeyer will be granted non-qualified stock options to acquire 60,000 shares of our common stock, which will vest on June 30, 2024 and will have a term of 10 years from date of grant. The agreement contains customary non-competition and non-solicitation provisions, which will survive for a period of two years following the date of termination of employment.

Lock-Up Agreements

Each JMB selling stockholder will enter into a lock-up agreement with us with respect to the shares of our common stock they receive in connection with the acquisition. Subject to certain limited and customary exceptions, the JMB selling stockholders may not sell or transfer these shares for 270 days following the closing of the acquisition.

Registration Rights Agreement

We will enter into a registration rights agreement with certain of the JMB selling stockholders. In this agreement, we will agree to file a registration statement with the SEC, registering for resale the shares of our common stock to be received by these JMB selling stockholders in connection with acquisition no later than 60 days prior to the expiration of the transfer restrictions under the lock-up agreements. We will also agree to use commercially reasonable efforts to cause the registration statement to become effective as soon as practicable following the expiration of the transfer restrictions, and to keep the registration statement continuously effective until all shares registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act.

Redemption Agreement

The JMB selling stockholders and JM Bullion will enter into a redemption agreement, pursuant to which JM Bullion will agree to pay a cash dividend to the JMB selling stockholders selling stockholders immediately prior to the closing of the acquisition in partial redemption of their shares in JM Bullion.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of 2,500,000 shares of common stock in this offering will be approximately $[·] million, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that we will receive net proceeds of approximately $[·] million, after deducting underwriter discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We currently intend to use the net proceeds we receive from this offering to fund a portion of the cash consideration payable in connection with the acquisition of JM Bullion and related costs and expenses. We estimate that approximately $[·] million in cash will be required to fund the acquisition and related costs and expenses, of which approximately [·]% will be sourced with the proceeds of this offering.

Completion of this offering is not contingent on completion of the acquisition. Accordingly, even if the acquisition is not consummated, shares of our common stock sold by us in this offering will remain outstanding. If the acquisition of JM Bullion is not consummated for any reason, we expect to use the net proceeds to us from this offering for general corporate purposes. In that case, the amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations, and the rate of growth, if any, of our business. Our management will have broad discretion in the allocation of the net proceeds to us from this offering, and investors will be relying on the judgment of our management with regard to the use of these net proceeds.

We expect that the acquisition of JM Bullion will be consummated within 30 business days of the closing of this offering, and that pending their application to the acquisition, the net proceeds to us from this offering will be held in overnight funds. If the acquisition of JM Bullion is not consummated for any reason, pending their final application, we intend to invest the net proceeds to us from this offering in interest-bearing funds and/or investment-grade securities.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2020:

The completion of this offering is not conditioned upon the closing of the acquisition of JM Bullion.

The as adjusted and pro forma data in the following table assumes that the transactions referred to above had been completed as of December 31, 2020, on the terms and in accordance with the assumptions set forth under “Unaudited Pro Forma Financial Data” included elsewhere in this prospectus supplement. Undue reliance should not be placed on the pro forma information included in this capitalization table because this offering is not contingent on completion of the acquisition and the other adjustments described in “Unaudited Pro Forma Financial Data” or the application of the net proceeds to us from this offering for those purposes. This table should be read in conjunction “Use of Proceeds,” “Unaudited Pro Forma Financial Data” and our unaudited consolidated financial statements and notes thereto and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2020, included or incorporated by reference in this prospectus supplement.

UNAUDITED PRO FORMA FINANCIAL DATA

The proposed acquisition of JM Bullion by A-Mark (the “Transaction”) follows a longstanding and highly synergistic relationship between the companies that dates back to A-Mark’s initial minority investment in JM Bullion in 2014.

The following unaudited Pro Forma Condensed Combined Balance Sheet and the unaudited Condensed Combined Statements of Income (collectively, the “unaudited Pro Forma Condensed Combined Financial Information”) are presented to illustrate the estimated effects of the Transaction and certain other related adjustments described below (collectively, “Adjustments” or “Transaction Accounting Adjustments”). The Pro Forma Financial Information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses, as adopted by the U.S. Securities and Exchange Commission on May 20, 2020 (“Article 11”).

The following unaudited Pro Forma Condensed Combined Balance Sheet and the unaudited Condensed Combined Statements of Income are based on separate historical financial statements of A-Mark and JM Bullion after giving effect to the Transaction. The unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020 is presented as if the Transaction occurred on December 31, 2020.

The unaudited Pro Forma Condensed Combined Statements of Income for the six months ended December 31, 2020, for the twelve months ended December 31, 2020, and for the twelve months ended June 30, 2020 are presented as if the Transaction had occurred on July 1, 2019. The historical financial information of A-Mark and JM Bullion reflect factually supportable items that are directly attributable to the Transaction.

The unaudited Pro Forma Condensed Combined Statements of Income for the last twelve months (“LTM”) ended December 31, 2020 has been derived by (i) taking A-Mark’s consolidated statement of income data for the fiscal year ended June 30, 2020, (ii) subtracting A-Mark’s consolidated statement of income data for the six months ended December 31, 2019, (iii) adding A-Mark’s consolidated statement of income data for the six months ended December 31, 2020, and (iv) adding the consolidated income statement data of JM Bullion for the year ended December 31, 2020. The LTM data has been prepared in connection with this offering and for other internal purposes. The LTM data was not prepared in the ordinary course of A-Mark’s financial reporting and has not been audited or reviewed by A-Mark’s independent auditors.

The historical unaudited consolidated financial statements of JM Bullion for the six months ended December 31, 2019, which are not included in this prospectus supplement, have been derived from the historical audited consolidated financial statements of JM Bullion for the calendar year ended December 31, 2019, from which have been subtracted the historical unaudited consolidated financial statements of JM Bullion for the six months ended June 30, 2019.

The unaudited Pro Forma Condensed Combined Financial Information has been prepared using the acquisition method of accounting under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the consideration transferred over the net assets will be recognized as goodwill. The Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of December 31, 2020 based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed using information currently available. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited Pro Forma Condensed Combined Financial Statements and the Company’s future results of operations and financial position.

Accordingly, Transaction Accounting Adjustments are preliminary, subject to further Adjustments as additional information becomes available and as additional analyses are performed and have been made solely for the purpose of providing the unaudited Pro Forma Condensed Combined Financial Information presented below. Increases or decreases in the consideration given will result in Adjustments to the historical Balance Sheet and/or Statements of Income. There can be no assurance that the final determination will not result in material changes. The assumptions and estimates underlying the Adjustments in the unaudited Pro Forma Condensed Combined Financial Information are described in the accompanying notes, which should be read together with the unaudited Pro Forma Condensed Combined Financial Information.

The unaudited Pro Forma Condensed Combined Financial Information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Transaction been completed as of the dates indicated nor are they meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the Transaction. In addition, the unaudited Pro Forma Condensed Combined Financial Information do not purport to project the future operating results of the combined company. Furthermore, the unaudited Pro Forma Condensed Combined Financial Information does not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from integration activities.

The unaudited Pro Forma Condensed Combined Financial Information should be read together with:

A-MARK PRECIOUS METALS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2020

(IN THOUSANDS)

A-MARK PRECIOUS METALS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020

(IN THOUSANDS)