8-K

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): October 17, 2022

Remark Holdings, Inc.

Delaware	001-33720	33-1135689
(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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MARK	The Nasdaq Stock Market LLC

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 8.01    Other Events.

As previously disclosed on September 6, 2022, Remark Holdings, Inc. (“we”, “us” or “our”) received a staff determination letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we did not regain compliance with the requirements of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). We appealed Nasdaq's delisting determination to a Hearings Panel (the “Panel”), which heard our presentation at a hearing held on October 6, 2022. On October 17, 2022, we received a written decision from the Panel granting our request for continued listing on Nasdaq, subject to the conditions that, on January 11, 2023, we will have demonstrated compliance with the Bid Price Rule by evidencing a closing price of $1.00 or more per share for a minimum of 10 consecutive trading sessions, and that we provide prompt notification of any significant events that occur during the period ending on January 11, 2023 that may affect our compliance with Nasdaq rules.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

Exhibit	Description
99.1	Press release dated October 18, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	October 18, 2022	By:	/s/ Kai-Shing Tao
		Name:	Kai-Shing Tao
		Title:	Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Remark Holdings Successfully Appeals Nasdaq Delisting Notice

Nasdaq Hearings Panel Grants Until January 11, 2023

to Meet the Minimum Bid Price Requirement

LAS VEGAS, NV - October 18, 2022- Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence powered computer vision solutions today announced that on October 17, 2022, a Nasdaq Hearings Panel granted the company’s request to continue its listing on The Nasdaq Stock Market. During the hearing, Chief Executive Officer Kai Shing Tao presented a comprehensive plan on how the company intends to fulfill Nasdaq’s listing requirements based upon its future business and capital prospects.

Remark’s continued listing is subject to the conditions that, on January 11, 2023, the company must demonstrate compliance with Nasdaq’s minimum bid price requirement under listing rule 5550(a)(2) by evidencing a closing price of $1.00 or more per share for a minimum of 10 consecutive trading sessions, and that the company provides prompt notification of any significant events that occur during the period ending on January 11, 2023, that may affect its compliance with Nasdaq rules.

About Remark Holdings, Inc.

Remark Holdings, Inc. (NASDAQ: MARK) delivers an integrated suite of AI solutions that enable businesses and organizations to solve problems, reduce risk and deliver positive outcomes. The company’s easy-to-install AI products are being rolled out in various retail, public safety, and workplace applications. The company’s corporate headquarters are based in Las Vegas, Nevada. For more information, please visit the company’s website 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 regulation. 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 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

XML

Cover Page	Oct. 17, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 17, 2022
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	Common Stock, $0.001 par value per share
Trading Symbol	MARK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001368365
Amendment Flag	false