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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): August 19, 2024

remarkholdingslogo.jpg
Remark Holdings, Inc.

Delaware001-3372033-1135689
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
800 S. Commerce Street
Las Vegas, NV
89106
702-701-9514
(Address of principal executive offices)(Zip Code)(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None
Title of each classTrading SymbolName of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐


Item 2.02    Results of Operations and Financial Condition.

On August 19, 2024, we issued a press release announcing our financial results for the three and six months ended June 30, 2024. A copy of such release is furnished herewith as Exhibit 99.1.

The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits




Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    
Remark Holdings, Inc.
Date:August 19, 2024By:/s/ Kai-Shing Tao
Name:Kai-Shing Tao
Title:Chief Executive Officer



EXHIBIT 99.1

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Remark Holdings Announces Second Quarter 2024 Financial Results

Total Revenue for Q2 2024 Increased Sequentially by $3.3 Million, an 856% improvement over Q1 2024, and 16.8% Year over Year versus Q2 2023 as Revenue from North America Scaled Rapidly


LAS VEGAS, NV - August 19, 2024 - Remark Holdings, Inc. (OTCQX: MARK), a leading provider of artificial intelligence solutions, today announced its financial results for its second quarter fiscal 2024 ended June 30, 2024. For complete details of the consolidated financial statements and accompanying management’s discussion and analysis, please see Remark’s filings with the SEC (www.sec.gov).

Management Commentary
“We are excited to have completed our first project for the Clark County School District in Nevada, the fifth largest school district in the U.S., which has opened the door to additional opportunities, not only with Clark County but with other educational institutions, law enforcement agencies and other government agencies throughout the U.S.,” said Kai-Shing Tao, Chairman and Chief Executive Officer of Remark Holdings. “We continue to work diligently to convert those opportunities to revenue by delivering what we believe are world-class computer vision solutions and customer service that provides large cost savings and improved security processes for our target markets,” concluded Mr. Tao.

Second Quarter 2024 Business Highlights
•Remark AI announced the Clark County School District Board of Trustees, which represents the fifth largest school district in the US including the city of Las Vegas, unanimously approved and awarded a one-year, $5 million weapons detection contract to Remark Holdings and two others. This win showcases our ability to scale and work closely with the largest school districts of comparable size in providing dependable AI-powered safety solutions. The contract includes nine one-year extension options, valued at $5 million annually.

•Remark AI showcased its Fire and Smoke, Smart City, and Smart Agent solutions at the NYC Smart City Expo (May 22-23) in conjunction with Oracle and NVIDIA. The success and uniqueness of our AI Products has led to additional POCs to help the top 100 US cities turn into a modern 21st century smart city.

•Remark AI completed its migration to the Microsoft Azure Platform, preparing Remark’s Smart Safety Platform (SSP) to be Marketplace ready, allowing Microsoft’s global salesforce to begin selling Remark’s SSP across multiple industry verticals and through established systems integrators.

•Completed POC at the headquarters train station for a large European railway system with over 600 stations, deploying our AI-powered passenger counting, fare evasion, fire and smoke detection, and unattended baggage detection analytics. The success of this POC has led to current contract negotiations to close a deal in the second half of 2024.

•Completed successful POC for Migrant Center in one of the largest Sanctuary Cities, where we deployed our AI powered facial recognition, fight warnings, fire and smoke detection, as well as weapons detection


analytics. The success of this POC has led to preparations to deploy our technology across multiple city agencies as we negotiate to close a contract for the second half of 2024.


Second Quarter 2024 Financial Results
•Revenue for the second quarter of 2024 totaled $3.7 million, reflecting a 16.8% increase from $3.2 million during the same quarter in 2023.

◦Remark recognized $3.7 million of revenue from a project for a large school district in the U.S.

•The company’s operating loss decreased by 18.8% to $3.2 million in the 2024 second quarter compared to $4.0 million during the same period of 2023.

◦During the three months ended June 30, 2024, payroll-related expenses comprising Technology and development expenses decreased by $0.2 million due to staff reductions in China.

◦During the three months ended June 30, 2023, Remark recorded an impairment of approximately $0.4 million related to certain prepaid expense amounts that were deemed unrecoverable. No such impairments were recorded during the three months ended June 30, 2024.

•Net loss totaled $5.3 million, or $0.12 per basic and diluted share, for the 2024 second quarter, compared to a net loss of $5.9 million, or $0.42 per basic and diluted share, in the same quarter of 2023.

•On June 30, 2024, the company’s cash balance totaled $0.4 million, compared to a cash balance of $0.1 million at the beginning of the period. Net cash used in operating activities was $6.1 million for the six months ended June 30, 2024, a 17.0% increase compared to the $5.2 million Remark used in operating activities during the same period in 2023.

•In August 2024, the company resolved all outstanding events of default regarding their debt agreement with Mudrick Capital Management by entering into an agreement with Mudrick to exchange the existing non-convertible notes for convertible debentures.

Conference Call Information
Management will hold a conference call this afternoon at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss the Company’s financial results and provide an update on recent business developments. A question and answer session will follow management’s presentation.
The live conference may be accessed via telephone or online webcast.
Date: Monday, August 19, 2024
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Toll-Free Number: 844.826.3033
International Number: 412.317.5185
Conference ID: 10191801
Online Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1684192&tp_key=c15745df1b

Participants are advised to log in for the live webcast 10 minutes prior to the scheduled start time.

A replay of the call will be available after 7:30 p.m. Eastern time on the same day through September 2, 2024.
Toll-Free Replay Number: 844.512.2921
International Replay Number: 412.317.6671
Replay ID: 10191801





About Remark Holdings, Inc.
Remark Holdings, Inc. (OTCQX: MARK) a member of the Oracle Partner Network, is a U.S.-based company that developed and sells the AI-powered analytics platform that brings valuable insights to the video feeds provided by current cameras and computer vision solutions through its integrated suite of AI tools that help organizations understand their customer behavior and demographics while providing real-time alerts to predetermined inspection and security parameters. Remark’s international team of sector-experienced professionals has created award-winning GDPR-compliant and CCPA-compliant video analytics solutions that service the government agencies, hospitality, public safety, retail, and transportation sectors. The company’s headquarters are in Las Vegas, Nevada, USA, with operational offices in New York and international offices in London, England. For more information, please visit our home page at www.remarkholdings.com.
Forward-Looking Statements
This press release may contain forward-looking statements, including information relating to future events, future financial performance, strategies, expectations, competitive environment, and regulations. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors, including those discussed in Part I, Item 1A. Risk Factors in Remark Holdings’ Annual Report on Form 10-K and Remark Holdings’ other filings with the SEC. Any forward-looking statements reflect Remark Holdings’ current views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. Given such uncertainties, you should not place undue reliance on any forward-looking statements, which represent Remark Holdings’ estimates and assumptions only as of the date hereof. Except as required by law, Remark Holdings undertakes no obligation to update or revise publicly any forward-looking statements after the date hereof, whether as a result of new information, future events or otherwise.
Company Contacts
Fay Tian
Vice President of Investor Relations
F.Tian@remarkholdings.com
(+1) 626-623-2000
(+65) 8715-8007


REMARK HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(dollars in thousands, except share and per share amounts)
June 30, 2024December 31, 2023
(Unaudited)
Assets
Cash$438 $145 
Trade accounts receivable, net4,361 1,287 
Inventory, net646 750 
Deferred cost of revenue, current— 6,644 
Prepaid expense and other current assets492 614 
Total current assets5,937 9,440 
Deferred cost of revenue, long-term6,290 — 
Property and equipment, net634 189 
Operating lease assets372 517 
Other long-term assets71 90 
Total assets$13,304 $10,236 
Liabilities
Accounts payable$13,023 $9,348 
Advances from related parties1,036 1,595 
Obligations to issue common stock12,548 10,033 
Accrued expense and other current liabilities (including $1,356 and $495 of delinquent payroll taxes as of June 30, 2024 and December 31, 2023, respectively)
13,203 11,531 
Contract liability418 570 
Notes payable (including a past due amount of $16,307 as of each of June 30, 2024, and December 31, 2023)
16,496 16,463 
Funds received in advance of potential financing2,750 — 
Total current liabilities59,474 49,540 
Operating lease liabilities, long-term179 286 
Total liabilities59,653 49,826 
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; zero issued
— — 
Common stock, $0.001 par value; 175,000,000 shares authorized; 49,872,060 and 22,038,855 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively
50 22 
Additional paid-in-capital391,538 379,244 
Accumulated other comprehensive loss(1,217)(1,186)
Accumulated deficit(436,720)(417,670)
Total stockholders’ deficit(46,349)(39,590)
Total liabilities and stockholders’ deficit$13,304 $10,236 


REMARK HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(dollars in thousands, except per share amounts)


Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue$3,699 $3,167 $4,086 $3,993 
Cost and expense
Cost of revenue (excluding depreciation and amortization)2,925 2,511 3,275 2,966 
Sales and marketing269 387 569 753 
Technology and development366 567 712 736 
General and administrative3,294 3,244 6,317 6,077 
Depreciation and amortization58 25 122 71 
Impairments— 392 — 392 
Total cost and expense6,912 7,126 10,995 10,995 
Operating loss(3,213)(3,959)(6,909)(7,002)
Other expense
Interest expense(961)(858)(1,904)(2,402)
Finance cost related to obligations to issue common stock(925)(1,050)(10,072)(4,626)
Other loss, net(160)(7)(165)(6)
Total other expense, net(2,046)(1,915)(12,141)(7,034)
Net loss$(5,259)$(5,874)$(19,050)$(14,036)
Other comprehensive income
Foreign currency translation adjustments46 (227)(31)(545)
Comprehensive loss$(5,213)$(6,101)$(19,081)$(14,581)
Weighted-average shares outstanding, basic and diluted45,683,329 14,132,862 39,928,507 13,819,643 
Net loss per share, basic and diluted$(0.12)$(0.42)$(0.48)$(1.02)

v3.24.2.u1
Cover Page
Aug. 19, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 19, 2024
Entity Registrant Name Remark Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33720
Entity Tax Identification Number 33-1135689
Entity Address, Address Line One 800 S. Commerce Street
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89106
City Area Code 702
Local Phone Number 701-9514
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security
Trading Symbol
Security Exchange Name
Entity Emerging Growth Company false
Entity Central Index Key 0001368365
Amendment Flag false
Remark (NASDAQ:MARK)
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