UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 20, 2022
Remark Holdings, Inc.
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
800 S. Commerce Street
Las Vegas, NV
|(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
Item 8.01 Other Events.
On December 20, 2022, Remark Holdings, Inc. (“we”, “us” or “our”) issued a joint press release with Mudrick Capital Management, L.P. A copy of such release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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:||December 20, 2022||By:||/s/ Kai-Shing Tao|
|Title:||Chief Executive Officer |
Remark Holdings and Mudrick Capital Management Announce
Intention to Continue Their Business Relationship
Las Vegas, NV and New York, NY - December 20, 2022 - Remark Holdings, Inc. (Nasdaq: MARK), a diversified global technology company with leading artificial intelligence (“AI”) solutions and digital video analytics, and Mudrick Capital Management, L.P., a New York-based, SEC-registered investment advisory firm with approximately three billion dollars under management, have announced their shared intention to continue their
business relationship by working to reach a mutually-beneficial amendment of their existing loan agreement.
“We recognize that unforeseen circumstances can, at times, result in a need to adjust plans,” said Jason Mudrick, Founder and Chief Investment Officer of Mudrick Capital Management, “and we want to give the companies with which we do business the opportunity to succeed while also meeting their obligations to us.”
The companies are working to reach agreement on all details, with any potential loan modification expected to be communicated to the public after the New Year holiday.
“Despite the difficult and unforeseen conditions that we have dealt with over the past year, we have put our company on the right path to achieve both growth and profitability in 2023,” said Kai-Shing Tao, Chairman and Chief Executive Officer of Remark Holdings. “We appreciate Mudrick’s long-term vision and flexibility in working with us to allow us to continue to bring our business plans to fruition while meeting our obligations to Mudrick.”
About Remark Holdings, Inc.
Remark Holdings, Inc. (Nasdaq: MARK) delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created award-winning video analytics. The company’s GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. Remark maintains its headquarters in Las Vegas, Nevada with an additional North American office in New York, New York and international offices in London, England and Chengdu, China.
About Mudrick Capital Management, L.P.
Mudrick Capital Management, L.P. is an SEC-registered investment advisor focused on special situations and deep value event driven investing. Mudrick Capital manages capital for a diverse group of sophisticated institutions and individuals, including endowments, foundations, insurance companies, private banks, fund-of-funds, pensions, family offices and high-net-worth individuals. As of September 2022, Mudrick Capital manages approximately $3.3 billion. Mudrick Capital focuses on opportunities across the corporate capital structure to find investments with attractive risk-reward ratios, with the goal of providing equity-like returns with credit-like risk and volatility in an uncorrelated fashion.
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.
Vice President of Investor Relations