MARK / Remark Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Remark Holdings, Inc.
US ˙ OTCPK ˙ US75955K3005

Statistiche di base
LEI 549300E67O8VBQOF3V34
CIK 1368365
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Remark Holdings, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
January 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 Commission File Number 001-337

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address

November 27, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 7, 2024 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514 November 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Attention: Alexandra Barone or Matthew Darby Re: Remark Holdings, Inc. Offering Statement on Form 1-A, as amended File No. 024-12515 Request for Acceleration Ladies and Ge

November 5, 2024 PART II AND III

Preliminary Offering Circular dated November 5, 2024

File No. 024-12515 Preliminary Offering Circular dated November 5, 2024 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statem

November 5, 2024 EX1A-11 CONSENT

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Amendment No. 3 to Registration A Offering Statement (File No. 024-12515) of Remark Holdings, Inc. of our report dated April 15, 2024 relating to their consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended, respectively, (which repo

October 31, 2024 EX-3.2

Certificate of Designations of the Series B 15% Cumulative Redeemable Perpetual Preferred Stock

EXHIBIT 3.2 REMARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF SERIES B 15% CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Remark Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 ther

October 31, 2024 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 25, 2024 Remark Holdings,

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 25, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

October 31, 2024 EX-3.1

Certificate of Designations of the Series A Redeemable Voting Preferred Stock

EXHIBIT 3.1 REMARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF SERIES A REDEEMABLE VOTING PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Remark Holdings, Inc. a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does

October 31, 2024 EX-3.3

Amendment to Amended and Restated Bylaws

EXHIBIT 3.3 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF REMARK MEDIA, INC. N/K/A REMARK HOLDINGS, INC. 1. Section 2.06 of the Amended and Restated Bylaws (the “Bylaws”) of Remark Media, Inc. n/k/a Remark Holdings, Inc. (the “Company”) is hereby amended and restated in its entirety as follows: SECTION 2.06. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the holders

October 31, 2024 EX-10.2

Voting Agreement, dated as of October 31, 2024, by and between Remark Holdings, Inc. and Kai-Shing Tao

EXHIBIT 10.2 VOTING AGREEMENT This Voting Agreement (the “Voting Agreement”), dated October 31, 2024, documents the understanding by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Kai-Shing Tao (the “Holder”, and collectively with the Company, the “Parties”, and each of Holder and the Company, a “Party”). WHEREAS, on October 31, 2024, the Company filed a certificate

October 31, 2024 EX-10.1

Stock Purchase Agreement dated October 31, 2024 by and between Remark Holdings Inc. and Kai-Shing Tao

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This agreement (the “Stock Purchase Agreement” or the “Agreement”) is entered into by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Kai-Shing Tao (“Buyer”), as of the date set forth on the signature page hereto. RECITALS WHEREAS, the Company is offering to sell 150,000 shares of Series A voting preferred stock (each a “Share” a

October 28, 2024 EX1A-2A CHARTER

REMARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF SERIES B 15% CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

Exhibit 2.7 REMARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF SERIES B 15% CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Remark Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 ther

October 28, 2024 CORRESP

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777 South Flagler Dr Suite 1700 West Tower West Palm Beach, FL 33401 www.foxrothschild.com Laura M. Holm Direct No.: 561.804.4408 Email: [email protected] October 28, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Attention: Alexandra Barone or Matthew Darby Re: Remark Holdings Inc. Amendment No. 1 t

October 28, 2024 PART II AND III

Preliminary Offering Circular dated October 25, 2024

File No. 024-12515 Preliminary Offering Circular dated October 25, 2024 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statem

October 28, 2024 EX1A-4 SUBS AGMT

NOTICE TO INVESTORS

Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA

October 28, 2024 EX1A-12 OPN CNSL

October 28, 2024

Exhibit 12.1 October 28, 2024 Board of Directors Remark Holdings, Inc. 800 S. Commerce Street Las Vegas, Nevada 89106 To the Board of Directors: We have acted as counsel to Remark Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of an amendment to its offering statement on Form 1-A, File No. 024-12515) (the “Offering Statement”) with the Securit

October 28, 2024 EX1A-11 CONSENT

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Amendment No. 2 to Registration A Offering Statement (File No. 024-12515) of Remark Holdings, Inc. of our report dated April 15, 2024 relating to their consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended, respectively, (which repo

October 24, 2024 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 24, 2024 Remark Holdings,

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 24, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

October 16, 2024 1-A-W

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514 October 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Remark Holdings, Inc.’s (the “Company”) Request for Withdrawal on Form 1-A-W for Offering Circular on Form 1-A (File No. 024-12444) Ladies and Gentlemen: The Company hereby applies for withdrawal of the Company’

October 15, 2024 CORRESP

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49 Market Street Morristown, NJ 07960 www.foxrothschild.com October 15 , 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Attention: Kyle Wiley and Matthew Darby Re: Remark Holdings Inc. Offering Statement on Form 1-A Filed October 1, 2024 File No. 024-12515 Dear Sir or Madam: On behalf of our client, Remark

October 15, 2024 EX1A-11 CONSENT

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Amendment No. 1 to Registration A Offering Statement (File No. 024-12515) of Remark Holdings, Inc. of our report dated April 15, 2024 relating to their consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended, respectively, (which repo

October 15, 2024 RW

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 (702) 701-9514 October 15, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Remark Holdings, Inc.’s (the “Company”) Request for Withdrawal on Form RW for Offering Circular on Form 1-A (File No. 024-12444) Ladies and Gentlemen: The Company hereby applies for withdrawal of the Company’s O

October 15, 2024 PART II AND III

Preliminary Offering Circular dated October ___, 2024

File No. 024-12515 Preliminary Offering Circular dated October , 2024 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statemen

October 1, 2024 EX1A-11 CONSENT

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Registration A Offering Statement (File No. 024-12444) of Remark Holdings, Inc. of our report dated April 15, 2024 relating to their consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended, respectively, (which report include an expla

October 1, 2024 PART II AND III

Preliminary Offering Circular dated October ___, 2024

File No. 024- Preliminary Offering Circular dated October , 2024 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement fil

August 19, 2024 EX-99.1

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

EXHIBIT 99.1 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 anno

August 19, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-33720 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, inc

August 15, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2421825d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of common stock, par value $

August 15, 2024 SC 13G

MARK / Remark Holdings, Inc. / Mudrick Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.) Under the Securities Exchange Act of 1934 REMARK HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75955K300 (CUSIP Number) August 5, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 7, 2024 EX-10.1

Exchange Agreement, dated August 5, 2024, by and between Remark Holdings, Inc. and Mudrick Capital Management, L.P.

EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”), dated as of August 5, 2024, is made by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Mudrick Capital Management, L.P., on behalf of itself and the holders (each entity listed on Schedule 1 hereto) of the Original Notes (as defined below) (collectively, the “Holder”). WHEREAS, the Holder hol

August 7, 2024 EX-4.1

Form of Secured Convertible Debentures

EXHIBIT 4.1 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATIO

August 7, 2024 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 5, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

August 7, 2024 EX-10.2

Guaranty and Security Agreement, dated August 5, 2024, by and between Remark Holdings, Inc. and Mudrick Capital Management, L.P.

EXHIBIT 10.2 GUARANTY AND SECURITY AGREEMENT GUARANTY AND SECURITY AGREEMENT dated as of August 5, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Remark Holdings, Inc., a Delaware corporation (the “Issuer”), the affiliates of the Issuer party hereto (the “Guarantors” and, collectively with the Issuer, the “Gra

June 6, 2024 EX1A-11 CONSENT

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation in the foregoing Registration A Offering Statement (File No. 024- ) of Remark Holdings, Inc. of our report dated April 15, 2024 relating to their consolidated financial statements as of December 31, 2023 and 2022 and for the years then ended, respectively, (which report include an explanato

June 6, 2024 PART II AND III

Preliminary Offering Circular dated [●], 2024

File No. 024- Preliminary Offering Circular dated [●], 2024 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed wi

May 20, 2024 EX-99.1

Remark Holdings Announces First Quarter 2024 Financial Results

EXHIBIT 99.1 Remark Holdings Announces First Quarter 2024 Financial Results LAS VEGAS, NV - May 20, 2024 - Remark Holdings, Inc. (OTCQX: MARK), a leading provider of artificial intelligence solutions, today announced its financial results for its quarter ended March 31, 2024. For complete details of the consolidated financial statements and accompanying management’s discussion and analysis, please

May 20, 2024 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): May 20, 2024 Remark Holdings, Inc

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): May 20, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-33720 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, in

May 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89

April 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Commission File Number 001-33720 Remark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, includi

April 15, 2024 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): April 15, 2024 Remark Holdings, I

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): April 15, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

April 15, 2024 EX-21.1

List of subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF REMARK HOLDINGS, INC. •Remark AI, LLC, a Delaware Limited Liability Company •Remark Holdings SPV, Inc., a Delaware corporation •RAAD Productions, LLC, a California limited liability company •KanKan Holdings, Ltd. (Cayman Islands), a Cayman Islands company ◦KanKan Limited (Hong Kong), a Hong Kong corporation *KanKan Technology (Shanghai) Co., Ltd., a Chinese limited lia

April 15, 2024 EX-99.1

Remark Holdings Announces Fiscal Year 2023 Financial Results

EXHIBIT 99.1 Remark Holdings Announces Fiscal Year 2023 Financial Results LAS VEGAS, NV - April 15, 2024 - Remark Holdings, Inc. (OTCQX: MARK), a diversified global technology company with leading artificial intelligence (“AI”) powered computer vision solutions, today announced its financial results for the fiscal year ended December 31, 2023. For complete details of the consolidated financial sta

April 12, 2024 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): April 8, 2024 Remark Holdings, In

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): April 8, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comm

April 9, 2024 EX-99.25

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, April 9, 2024, Remark Holdings, Inc.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

February 21, 2024 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): February 14, 2024 Remark Holdings

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): February 14, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

February 16, 2024 424B3

20,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276843 Prospectus 20,000,000 Shares of Common Stock This prospectus relates to the proposed resale by the selling stockholder named in this prospectus or its permitted assigns of up to an aggregate of 20,000,000 shares of our common stock, with a par value of $0.001 per share (the “common stock”), which may be issued pursuant to a purchase agre

February 14, 2024 EX-10.29

Letter agreement, dated as of February 14, 2024 between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.29 February 14, 2024 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Amended ELOC Purchase Agreement Dear Sirs: Reference is made to that certain purchase agreement dated as of October 6, 2022 (the “Original ELOC Purchase Agreement”), as amended by those certain letter agreements (the “Letter Agreements”) by and between Remark Holdings, I

February 14, 2024 EX-10.29

Letter Agreement, dated as of February 14, 2024, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.29 February 14, 2024 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Amended ELOC Purchase Agreement Dear Sirs: Reference is made to that certain purchase agreement dated as of October 6, 2022 (the “Original ELOC Purchase Agreement”), as amended by those certain letter agreements (the “Letter Agreements”) by and between Remark Holdings, I

February 14, 2024 S-1/A

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 POS AM

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 POS AM

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

February 14, 2024 EX-10.29

Letter agreement, dated as of February 14, 2024 between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.29 February 14, 2024 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Amended ELOC Purchase Agreement Dear Sirs: Reference is made to that certain purchase agreement dated as of October 6, 2022 (the “Original ELOC Purchase Agreement”), as amended by those certain letter agreements (the “Letter Agreements”) by and between Remark Holdings, I

February 14, 2024 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): February 12, 2024 Remark Holdings

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): February 12, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

February 9, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

February 9, 2024 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 February 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-276843 Request for Acceleration Ladies and Gentlemen: Remark Holdings, Inc. (the “Registrant”) hereby requests that

February 8, 2024 S-1/A

As filed with the Securities and Exchange Commission on February 7, 2024

As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

February 7, 2024 CORRESP

* * *

1271 Avenue of the Americas | New York, New York 10020 Blankrome.com Phone: (212) 885-5358 Fax: (917) 332-3824 Email: [email protected] February 7 , 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Remark Holdings Inc. Registration Statement on Form S-1 Submitted February

February 2, 2024 S-1

As filed with the Securities and Exchange Commission on February 2, 2024

As filed with the Securities and Exchange Commission on February 2, 2024 Registration No.

February 2, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc.

January 30, 2024 EX-3.1

Amendment to Amended and Restated Bylaws

EXHIBIT 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF REMARK MEDIA, INC. N/K/A REMARK HOLDINGS, INC. 1. Section 2.06 of the Amended and Restated Bylaws (the “Bylaws”) of Remark Media, Inc. n/k/a Remark Holdings, Inc. (the “Company”) is hereby amended and restated in its entirety as follows: SECTION 2.06. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the holders

January 30, 2024 EX-10.1

Agreement, dated January 29, 2024, by and between Remark Holdings, Inc. and Microsoft Corporation.

EXHIBIT 10.1 Microsoft Customer Agreement This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists of these General Terms, the DPA, the applicable Product Terms and SLAs, and any additional terms Microsoft presents when an order is placed. This Agreement takes effect when the Customer accepts it, applies to any order under this Agreement, and supersedes an

January 30, 2024 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): January 29, 2024 Remark Holdings,

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): January 29, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

January 25, 2024 8-K

Financial Statements and Exhibits, Other Events

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): January 22, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

January 22, 2024 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): January 16, 2024 Remark Holdings,

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): January 16, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

January 16, 2024 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): January 9, 2024 Remark Holdings,

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): January 9, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

January 16, 2024 EX-10.1

First Amendment, dated as of January 9, 2024, to Purchase Agreement dated as of October 6, 2022, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 AMENDMENT TO PURCHASE AGREEMENT This Amendment to Purchase Agreement (this “Amendment”), dated as of January 9, 2024 (the “Effective Date”), is entered into by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and Ionic Ventures, LLC (the “Investor”). RECITALS A. The Investor and the Company entered into that certain Purchase Agreement, dated as of October 6,

January 8, 2024 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): January 2, 2024 Remark Holdings,

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): January 2, 2024 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

December 29, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

December 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

November 20, 2023 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): November 20, 2023 Remark Holdings

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): November 20, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

November 20, 2023 EX-99.1

Remark Holdings Announces Third Quarter 2023 Financial Results Remark’s Presentations at Key Conferences and Trade Shows via Channel Partners Such as Arrow, Intel, Nvidia, and PNY Have Led to Key Introductions to New Customers

EXHIBIT 99.1 Remark Holdings Announces Third Quarter 2023 Financial Results Remark’s Presentations at Key Conferences and Trade Shows via Channel Partners Such as Arrow, Intel, Nvidia, and PNY Have Led to Key Introductions to New Customers LAS VEGAS, NV - November 20, 2023 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (“AI”) so

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-337

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address

November 20, 2023 EX-10.4

Letter Agreement, dated as of November 18, 2023, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 November 18, 2023 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Side Letter to Subordinated Convertible Debenture Dear Sirs: Reference Reference is made to that certain Subordinated Convertible Debenture, dated as of March 14, 2023, issued by Remark Holdings, Inc. (the “Company”) in favor of Ionic Ventures, LLC or its registered assigns (the “Holder”), i

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 1, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 26, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

October 25, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

October 25, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive

October 25, 2023 ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-33720 Remark

2022 Annual Report to Shareholders Remark Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number

October 13, 2023 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 9, 2023 Remark Holdings,

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 9, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

September 21, 2023 EX-10.1

Letter Agreement, dated as of September 15, 2023, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 September 15, 2023 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Purchase Agreement Dear Sirs: Reference is made to that certain (a) (i) Purchase Agreement (as modified from time to time, the “Purchase Agreement”), dated as of October 6, 2022, between the Company and the purchaser identified therein, which is the same as the addressee

September 21, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 15, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

September 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Remark Holdings, Inc.

September 15, 2023 S-8

As filed with the Securities and Exchange Commission on September 15, 2023

As filed with the Securities and Exchange Commission on September 15, 2023 Registration No.

September 8, 2023 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): September 6, 2023 Remark Holdings

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): September 6, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

August 16, 2023 EX-10.1

Letter Agreement, dated as of August 10, 2023, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 August 10, 2023 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Purchase Agreement Dear Sirs: Reference is made to that certain (a) (i) Purchase Agreement (as modified from time to time, the “Purchase Agreement”), dated as of October 6, 2022, between the Company and the purchaser identified therein, which is the same as the addressee li

August 16, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 10, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-33720 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, inc

August 14, 2023 EX-99.1

Remark Holdings Announces Fiscal Second Quarter 2023 Financial Results Revenue Increased 24% from Q2 2022, as Remark AI Secured Major Partnerships for Smart Cities

EXHIBIT 99.1 Remark Holdings Announces Fiscal Second Quarter 2023 Financial Results Revenue Increased 24% from Q2 2022, as Remark AI Secured Major Partnerships for Smart Cities LAS VEGAS, NV - August 14, 2023 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (“AI”) solutions and digital video analytics, today announced its financia

July 18, 2023 EX-10.1

Letter Agreement, dated as of July 12, 2023, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 July 12, 2023 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Purchase Agreement Dear Sirs: Reference is made to that certain (a) (i) Purchase Agreement (as modified from time to time, the “Purchase Agreement”), dated as of October 6, 2022, between the Company and the purchaser identified therein, which is the same as the addressee list

July 18, 2023 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): July 12, 2023 Remark Holdings, In

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): July 12, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comm

June 27, 2023 424B3

15,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272747 Prospectus 15,000,000 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holder named in this prospectus or its permitted assigns of up to an aggregate of 15,000,000 shares of our common stock, with a par value of $0.001 per share, which may be issued (i) upon conversion of two subordinated conv

June 23, 2023 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 June 23, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-272747 Request for Acceleration Ladies and Gentlemen: Remark Holdings, Inc. (the “Registrant”) hereby requests that the

June 23, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 23, 2023

As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

June 16, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc.

June 16, 2023 S-1

As filed with the Securities and Exchange Commission on June 16, 2023

As filed with the Securities and Exchange Commission on June 16, 2023 Registration No.

May 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-33720 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, in

May 22, 2023 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): May 22, 2023 Remark Holdings, Inc

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): May 22, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

May 22, 2023 EX-99.1

Remark Holdings Announces First Quarter Fiscal 2023 Financial Results

EXHIBIT 99.1 Remark Holdings Announces First Quarter Fiscal 2023 Financial Results LAS VEGAS, NV - May 22, 2023 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (“AI”) solutions and digital video analytics, today announced its financial results for its first quarter fiscal 2023 ended March 31, 2023. For complete details of the con

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 4, 2023 424B3

5,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269286 Prospectus 5,000,000 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holder named in this prospectus or its permitted assigns of up to an aggregate of 5,000,000 shares of our common stock, with a par value of $0.001 per share, which may be issued (i) upon conversion of a subordinated converti

May 3, 2023 S-1/A

As filed with the Securities and Exchange Commission on May 3, 2023

As filed with the Securities and Exchange Commission on May 3, 2023 Registration No.

May 3, 2023 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 May 3, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-269286 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned Re

May 2, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 27, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

May 1, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89

April 21, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 21, 2023

As filed with the Securities and Exchange Commission on April 21, 2023 Registration No.

April 21, 2023 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 April 21, 2023 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Pierce Re:

April 17, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 17, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

April 17, 2023 EX-4.9

Amended and Restated Subordinated Convertible Debenture, dated November 7, 2022, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

April 17, 2023 EX-21.1

List of subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF REMARK HOLDINGS, INC. •Remark AI, LLC, a Delaware Limited Liability Company •Remark Holdings SPV, Inc., a Delaware corporation •RAAD Productions, LLC, a California limited liability company •KanKan Holdings, Ltd. (Cayman Islands), a Cayman Islands company ◦KanKan Limited (Hong Kong), a Hong Kong corporation *KanKan Technology (Shanghai) Co., Ltd., a Chinese limited lia

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-33720 Remark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, includi

April 17, 2023 EX-99.1

Remark Holdings Announces Fiscal Year 2022 Financial Results Company Continues Expanding Strategic Partnerships to Set Stage for Future Growth

EXHIBIT 99.1 Remark Holdings Announces Fiscal Year 2022 Financial Results Company Continues Expanding Strategic Partnerships to Set Stage for Future Growth LAS VEGAS, NV - April 17, 2023 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (“AI”) solutions and digital video analytics, today announced its financial results for the fisc

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 16, 2023 EX-10.3

Note Purchase Agreement, dated as of March 14, 2023, between Remark Holdings, Inc., Mudrick Capital Management, LP and TMI Trust Company (as Note Agent)

EXHIBIT 10.3 EXECUTION VERSION NOTE PURCHASE AGREEMENT (this “Agreement”) FOR VALUE RECEIVED, on October 31, 2023 (the “Maturity Date”), Remark Holdings, Inc., a Delaware corporation having its principal office at 800 S. Commerce Street, Las Vegas, NV 89106 (“Issuer”), and each subsidiary of Issuer listed on the signature pages hereto or that after the date hereof delivers such a signature page (e

March 16, 2023 EX-10.2

Registration Rights Agreement, dated as of March 14, 2023, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2023 (the “Signing Date”), by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mea

March 16, 2023 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): March 14, 2023 Remark Holdings, I

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): March 14, 2023 Remark Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission Fi

March 16, 2023 EX-4.1

Form of Subordinated Convertible Debenture

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

March 16, 2023 EX-10.1

Debenture Purchase Agreement, dated as of March 14, 2023, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 DEBENTURE PURCHASE AGREEMENT This DEBENTURE PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2023, is by and among Remark Holdings, Inc., a Delaware corporation (the “Company”), and the buyer signatory made a party hereto (“Buyer”). RECITALS A. Each of the Company and Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registrati

February 23, 2023 LETTER

LETTER

United States securities and exchange commission logo February 23, 2023 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

February 14, 2023 LETTER

LETTER

United States securities and exchange commission logo February 14, 2023 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

February 14, 2023 SC 13G/A

MARK / Remark Media, Inc. / Rosen Lawrence I - SC 13G/A Passive Investment

SC 13G/A 1 remark13ga4.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Remark Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75955K300 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

February 14, 2023 S-1/A

As filed with the Securities and Exchange Commission on February 14, 2023

As filed with the Securities and Exchange Commission on February 14, 2023 Registration No.

February 14, 2023 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 February 14, 2023 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Shaines

February 14, 2023 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 February 14, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-269286 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersig

February 14, 2023 SC 13G/A

MARK / Remark Media, Inc. / Rosen Lawrence I - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Remark Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75955K300 (CUSIP Number) February 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

January 18, 2023 S-1

As filed with the Securities and Exchange Commission on January 17, 2023

As filed with the Securities and Exchange Commission on January 17, 2023 Registration No.

January 18, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc.

January 12, 2023 8-K

Financial Statements and Exhibits, Other Events

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): January 11, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

January 12, 2023 EX-99.1

Remark Holdings Successfully Achieves Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Remark Holdings Successfully Achieves Compliance with Nasdaq Listing Requirements Las Vegas, NV - January 12, 2023 - Remark Holdings, Inc. (Nasdaq: MARK), a diversified global technology company with leading artificial intelligence powered computer vision solutions, today announced that it received a letter from The Nasdaq Stock Market LLC confirming that it has regained compliance wi

January 11, 2023 EX-10.1

Letter Agreement, dated as of January 5, 2023, by and between Remarking Holdings, Inc. and Ionic Ventures, LLC.

EXHIBIT 10.1 January 5, 2023 Ionic Ventures, LLC 3053 Fillmore St., Suite 256 San Francisco, CA 94123 Re: Modification of the Purchase Agreement Dear Sirs: Reference is made to that certain (a) (i) Purchase Agreement (as modified from time to time, the “Purchase Agreement”), dated as of October 6, 2022, between the Company and the purchaser identified therein, which is the same as the addressee li

January 11, 2023 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): January 5, 2023 Remark Holdings,

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): January 5, 2023 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

December 21, 2022 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMARK HOLDINGS, INC.

December 21, 2022 EX-99.1

Remark Holdings Announces Reverse Stock Split 1-for-10 Reverse Stock Split Effective December 21, 2022 for Trading December 22, 2022

EXHIBIT 99.1 Remark Holdings Announces Reverse Stock Split 1-for-10 Reverse Stock Split Effective December 21, 2022 for Trading December 22, 2022 Las Vegas, NV - December 21, 2022 - Remark Holdings, Inc. (Nasdaq: MARK), today announced a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-10 and that it had filed a Certificate of Amendment of its Amended an

December 21, 2022 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): December 21, 2022 Remark Holdings

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): December 21, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

December 20, 2022 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): December 20, 2022 Remark Holdings

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): December 20, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

December 20, 2022 EX-99.1

Remark Holdings and Mudrick Capital Management Announce Intention to Continue Their Business Relationship

EXHIBIT 99.1 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-registe

December 12, 2022 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): December 6, 2022 Remark Holdings,

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): December 6, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

November 17, 2022 424B3

29,932,823 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268224 Prospectus 29,932,823 Shares of Common Stock This prospectus relates to the proposed resale by the selling security holder named in this prospectus or its permitted assigns of up to 29,932,823 shares of our common stock, with a par value of $0.001 per share, which may be issued (i) upon conversion of a subordinated convertible debenture

November 15, 2022 S-1/A

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

November 15, 2022 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 November 15, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-268224 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersig

November 14, 2022 EX-99.1

Remark Holdings Announces Fiscal Third Quarter 2022 Financial Results Third Quarter Revenue increased 130% to $2.8 Million

EXHIBIT 99.1 Remark Holdings Announces Fiscal Third Quarter 2022 Financial Results Third Quarter Revenue increased 130% to $2.8 Million LAS VEGAS, NV - November 14, 2022 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital video analytics, today announced its financial results for the fiscal third quarter

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-337

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address

November 10, 2022 LETTER

LETTER

United States securities and exchange commission logo November 10, 2022 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

November 7, 2022 EX-10.20

Amendment No. 1 to Debenture Purchase Agreement, dated as of November 7, 2022, between Remark Holdings, Inc. and Ionic Ventures, LLC.

AMENDMENT NO. 1 TO THE DEBENTURE PURCHASE AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?), dated as of November 7, 2022, amends that certain Debenture Purchase Agreement, dated as of October 6, 2022, (as it may be amended, supplemented or modified from time to time in accordance with the terms of the Debenture Purchase Agreement, the ?Debenture Purchase Agreement?), by and between Remark Holding

November 7, 2022 S-1

Amended and Restated Subordinated Convertible Debenture, dated November 7, 2022, by and between Remark Holdings, Inc., and Ionic Ventures, LLC.

As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

November 7, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc.

November 7, 2022 EX-4.8

Amended and Restated Subordinated Convertible Debenture, dated as of November 7, 2022

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

October 28, 2022 CORRESP

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 October 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Remark Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-260615 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersign

October 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

October 24, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive

October 21, 2022 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 October 21, 2022 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal

October 21, 2022 S-1/A

As filed with the Securities and Exchange Commission on October 21, 2022

As filed with the Securities and Exchange Commission on October 21, 2022 Registration No.

October 20, 2022 LETTER

LETTER

United States securities and exchange commission logo October 20, 2022 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

October 18, 2022 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,

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. C

October 18, 2022 EX-99.1

Remark Holdings Successfully Appeals Nasdaq Delisting Notice Nasdaq Hearings Panel Grants Until January 11, 2023 to Meet the Minimum Bid Price Requirement

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 Nasd

October 14, 2022 S-1/A

As filed with the Securities and Exchange Commission on October 14, 2022

As filed with the Securities and Exchange Commission on October 14, 2022 Registration No.

October 14, 2022 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 October 14, 2022 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal

October 14, 2022 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☑ Filed by a party other than the registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

October 11, 2022 EX-10.5

Subordination and Intercreditor Agreement, dated as of October 6, 2022, among Ionic Ventures, LLC, Mudrick Capital Management, LP and Remark Holdings, Inc.

Execution Version SUBORDINATION AND INTERCREDITOR AGREEMENT THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this ?Agreement?) is made as of October 6, 2022, by and between IONIC VENTURES, LLC (the ?Junior Lender?), REMARK HOLDINGS, INC.

October 11, 2022 EX-4.1

Subordinated Convertible Debenture, dated as of October 6, 2022

EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

October 11, 2022 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 6, 2022 Remark Holdings,

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 6, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

October 11, 2022 EX-10.4

Provisional Waiver and Consent Agreement, dated as of October 6, 2022, among Remark Holdings, Inc., certain of its subsidiaries party thereto, and Mudrick Capital Management, LP.

Execution Version PROVISIONAL WAIVER AND CONSENT AGREEMENT This PROVISIONAL WAIVER AND CONSENT AGREEMENT, dated as of October 6, 2022 (this ?Agreement?), is entered into by and between REMARK HOLDINGS, INC.

October 11, 2022 EX-10.2

Purchase Agreement, dated as of October 6, 2022, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXECUTION VERSION PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this ?Purchase Agreement?), dated as of October 6, 2022, by and between Remark Holdings, Inc.

October 11, 2022 EX-10.3

Registration Rights Agreement, dated as of October 6, 2022, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 6, 2022 (the ?Signing Date?), by and between Remark Holdings, Inc.

October 11, 2022 EX-10.1

Debenture Purchase Agreement, dated as of October 6, 2022, between Remark Holdings, Inc. and Ionic Ventures, LLC.

EXECUTION VERSION DEBENTURE PURCHASE AGREEMENT This DEBENTURE PURCHASE AGREEMENT (this ?Agreement?), dated as of October 6, 2022, is by and among Remark Holdings, Inc.

October 7, 2022 LETTER

LETTER

United States securities and exchange commission logo October 7, 2022 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

October 4, 2022 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 October 4, 2022 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal B

October 4, 2022 S-1/A

As filed with the Securities and Exchange Commission on October 4, 2022

As filed with the Securities and Exchange Commission on October 4, 2022 Registration No.

September 27, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

September 6, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 30, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 31, 2022 LETTER

LETTER

United States securities and exchange commission logo August 31, 2022 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

August 17, 2022 RW

Remark Holdings, Inc. 800 S. Commerce Street Las Vegas, NV 89106

Remark Holdings, Inc. 800 S. Commerce Street Las Vegas, NV 89106 August 17, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief Re: Remark Holdings, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-259612 Ladies and Gentlemen: On Se

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Commission File Number 001-33720 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, inc

August 15, 2022 EX-99.1

Remark Holdings Announces Fiscal Second Quarter 2022 Financial Results

EXHIBIT 99.1 Remark Holdings Announces Fiscal Second Quarter 2022 Financial Results LAS VEGAS, NV - August 15, 2022 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties today announced its financial results for the fiscal quarter ended June 30, 2022. For complete details of the condensed c

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 8, 2022 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

CORRESP 1 filename1.htm O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 August 8, 2022 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Atte

August 8, 2022 EX-10.1

First Amendment to Senior Secured Loan Agreement dated August 3, 2022.

EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENT This FIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENT, dated as of August 3, 2022 (this ?Amendment?), is entered into by and between REMARK HOLDINGS, INC., a Delaware corporation having its principal office at 800 S. Commerce Street, Las Vegas, NV 89106 (?Borrower?), and each subsidiary of Borrower listed on the signat

August 8, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 2 exhibit107-shelfregistrati.htm CALCULATION OF FILING FEE Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price (2) Maximum Aggregate Offering Price

August 8, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Remark Holdings, Inc.

August 8, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 3, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

August 8, 2022 S-1/A

As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

August 8, 2022 S-1/A

As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

July 7, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): July 5, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

June 30, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

June 15, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

May 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 16, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 Commission File Number 001-33720 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, in

May 16, 2022 EX-99.1

Remark Holdings Announces Fiscal First Quarter 2022 Financial Results First Quarter Revenue Increases 6% to $4.7 Million

EXHIBIT 99.1 Remark Holdings Announces Fiscal First Quarter 2022 Financial Results First Quarter Revenue Increases 6% to $4.7 Million LAS VEGAS, NV - May 16, 2022 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties, today announced financial results for its fiscal first quarter ended Marc

April 29, 2022 DEF 14A

2022 Incentive Plan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-33720 Remark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, includi

March 31, 2022 LETTER

LETTER

United States securities and exchange commission logo March 31, 2022 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

March 31, 2022 EX-21.1

List of subsidiaries

EXHIBIT 21.1 SUBSIDIARIES OF REMARK HOLDINGS, INC. ?Remark AI, LLC, a Delaware Limited Liability Company ?Remark Holdings SPV, Inc., a Delaware corporation ?RAAD Productions, LLC, a California limited liability company ?KanKan Holdings, Ltd. (Cayman Islands), a Cayman Islands company ?KanKan Limited (Hong Kong), a Hong Kong corporation *KanKan Technology (Shanghai) Co., Ltd., a Chinese limited lia

March 31, 2022 EX-99.1

Remark Holdings Announces Fiscal Year 2021 Financial Results Annual Revenue Increases 58% to $16.0 Million Full Year Earnings Per Share Total $0.27

EXHIBIT 99.1 Remark Holdings Announces Fiscal Year 2021 Financial Results Annual Revenue Increases 58% to $16.0 Million Full Year Earnings Per Share Total $0.27 LAS VEGAS, NV - March 31, 2022 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties, today announced financial results for its fi

March 31, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

March 3, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 25, 2022 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

February 14, 2022 SC 13G/A

MARK / Remark Media, Inc. / Rosen Lawrence I - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Remark Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75955K102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2022 S-3/A

As filed with the Securities and Exchange Commission on February 10, 2022

As filed with the Securities and Exchange Commission on February 10, 2022 Registration No.

February 10, 2022 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 February 10, 2022 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal

February 10, 2022 S-3/A

As filed with the Securities and Exchange Commission on February 10, 2022

As filed with the Securities and Exchange Commission on February 10, 2022 Registration No.

December 7, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): December 3, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. C

December 7, 2021 EX-99.1

Remark Holdings Receives $30 Million of Debt Financing from Mudrick Capital Proceeds to Grow AI Business

EXHIBIT 99.1 Remark Holdings Receives $30 Million of Debt Financing from Mudrick Capital Proceeds to Grow AI Business LAS VEGAS, NV - December 6, 2021 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties, today announced a $30 million debt financing deal with Mudrick Capital Management, L.

December 7, 2021 EX-10.1

Form of Senior Secured Loan Agreement dated December 3, 2021.

EXECUTION VERSION SENIOR SECURED LOAN AGREEMENT $30,000,000 December 3, 2021 FOR VALUE RECEIVED, on July 31, 2022 (the ?Maturity Date?), Remark Holdings, Inc.

November 24, 2021 LETTER

LETTER

United States securities and exchange commission logo November 24, 2021 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

November 18, 2021 S-3/A

As filed with the Securities and Exchange Commission on November 18, 2021

As filed with the Securities and Exchange Commission on November 18, 2021 Registration No.

November 18, 2021 S-3/A

As filed with the Securities and Exchange Commission on November 18, 2021

As filed with the Securities and Exchange Commission on November 18, 2021 Registration No.

November 18, 2021 CORRESP

O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220

CORRESP 1 filename1.htm O L S H A N 1325 AVENUE OF THE AMERICAS n NEW YORK, NY 10019 TELEPHONE: 212.451.2300 n FACSIMILE: 212.451.2222 EMAIL: [email protected] DIRECT DIAL: 212.451.2220 November 18, 2021 VIA EDGAR AND ELECTRONIC MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 A

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission File Number 001-337

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address

November 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

November 15, 2021 EX-99.1

Remark Holdings Announces Fiscal Third Quarter 2021 Financial Results Company Reports 3Q EPS of $0.72 Which Includes a $78.9 Million Gain on Sharecare Investment Company Sees Full Fiscal Year 2021 Revenue Exceeding $15.0 million

EXHIBIT 99.1 Remark Holdings Announces Fiscal Third Quarter 2021 Financial Results Company Reports 3Q EPS of $0.72 Which Includes a $78.9 Million Gain on Sharecare Investment Company Sees Full Fiscal Year 2021 Revenue Exceeding $15.0 million LAS VEGAS, NV - November 15, 2021 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?)

November 9, 2021 LETTER

LETTER

United States securities and exchange commission logo November 9, 2021 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc.

November 2, 2021 S-3/A

As filed with the Securities and Exchange Commission on November 2, 2021

As filed with the Securities and Exchange Commission on November 2, 2021 Registration No.

October 29, 2021 S-3

Opinion of Olshan Frome Wolosky LLP

As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

October 21, 2021 S-3/A

As filed with the Securities and Exchange Commission on October 21, 2021

As filed with the Securities and Exchange Commission on October 21, 2021 Registration No.

September 30, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 27, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S.

September 30, 2021 EX-10.3

Financial Advisor Agreement dated September 27, 2021, between Remark Holdings, Inc. and A.G.P./Alliance Global Partners.

September 27, 2021 CONFIDENTIAL Remark Holdings, Inc. 800 S Commerce Street Las Vegas, NV 89106 Attention: Kai-Shing Tao, Chairman and Chief Executive Officer Dear Mr. Tao: The purpose of this letter (this ?Agreement?) is to confirm the engagement of A.G.P./Alliance Global Partners (?A.G.P.?) by Remark Holdings, Inc. (the ?Company?) to render Financial Services (as defined below) to the Company. 1

September 30, 2021 EX-10.1

Securities Purchase Agreement dated September 27, 2021, between Remark Holdings, Inc. and the purchasers signatory thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 27, 2021, between Remark Holdings, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditio

September 30, 2021 EX-4.2

Form of Financial Advisor Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 30, 2021 EX-10.2

Registration Rights Agreement dated September 27, 2021, between Remark Holdings, Inc. and the purchase signatory thereto.

EX-10.2 5 ex102-rrasep2021pipe.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2021, by and between Remark Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, th

September 30, 2021 EX-4.1

Investor Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

September 30, 2021 EX-99.1

Remark Holdings Announces $5.0 Million Private Placement

EXHIBIT 99.1 Remark Holdings Announces $5.0 Million Private Placement LAS VEGAS, NV ? September 28, 2021 ? Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence ("AI") solutions and digital media properties, today announced it has entered into a definitive agreement with a single institutional investor in a private placement of 4,237,290

September 17, 2021 EX-4.12

Form of Indenture

EXHIBIT 4.12 REMARK HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definition of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Secti

September 17, 2021 S-3

Power of Attorney

As filed with the Securities and Exchange Commission on September 17, 2021 Registration No.

September 7, 2021 EX-10.1

Settlement Agreement and Mutual General Release dated as of August 31, 2021, by and among Remark Holdings, Inc., KanKan Limited, China Branding Group Limited (In Official Liquidation), acting by and through its joint official liquidators.

EX-10.1 3 cbgsettlementagreementandm.htm SETTLEMENT AGREEMENT EXHIBIT 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of August 31, 2021, by and among Remark Holdings, Inc., a Delaware corporation, and KanKan Limited, a British Virgin Island company (collectively, “Remark”), China Branding Group Limited (In Official Liquidation),

September 7, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 31, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

September 7, 2021 EX-4.1

CBG Settlement Warrant

EXHIBIT 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECUR

August 24, 2021 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): August 23, 2021 Remark Holdings,

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 23, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 23, 2021 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): August 23, 2021 Remark Holdings,

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 23, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Co

August 23, 2021 EX-99.1

Remark Holdings Announces Fiscal Second Quarter 2021 Financial Results Second Quarter 2021 Revenue Increased 75% to $4.0 Million Compared to Second Quarter 2020

EXHIBIT 99.1 Remark Holdings Announces Fiscal Second Quarter 2021 Financial Results Second Quarter 2021 Revenue Increased 75% to $4.0 Million Compared to Second Quarter 2020 LAS VEGAS, NV - August 23, 2021 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties, today announced financial resu

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission File Number 001-33720 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, inc

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-33720 CUSIP NUMBER 75955K102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 10, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Com

August 10, 2021 EX-10.1

Amendment No. 1 dated August 5, 2021, to Promissory Note dated December 30, 2020, between Remark Holdings, Inc. and SV Booth Investments III LLC.

EXHIBIT 10.1 AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note, dated as of August , 2021 (this ?Amendment?), amends that certain Promissory Note, dated as of December 30, 2020, in the original principal amount of $1,000,000 (the ?Note?), made by Remark Holdings, Inc., a Delaware corporation (the ?Maker?), for the benefit of SV Booth Investments III LLC (?Payee?). Capitali

July 15, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

July 9, 2021 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REMARK HOLDINGS, INC. REMARK HOLDINGS, INC. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: 1. The name of the Corporation is Remark Holdings, Inc. The Amended and Restated Certificate of Inc

July 9, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 8, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

June 11, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

May 27, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

May 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 17, 2021 Remark Holdings, Inc. Delaware 001-33720 33-1135689 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 800 S. Comme

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 Commission File Number 001-33720 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S. Commerce St. Las Vegas, NV 89106 Address, in

May 17, 2021 EX-99.1

Remark Holdings Announces Fiscal First Quarter 2021 Financial Results First Quarter Revenue Increased 922% to $4.4 Million

EXHIBIT 99.1 Remark Holdings Announces Fiscal First Quarter 2021 Financial Results First Quarter Revenue Increased 922% to $4.4 Million LAS VEGAS, NV - May 17, 2021 - Remark Holdings, Inc. (NASDAQ: MARK), a diversified global technology company with leading artificial intelligence (?AI?) solutions and digital media properties, today announced financial results for its fiscal first quarter ended Ma

April 30, 2021 10-K/A

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 800 S Commerce St. Las Vegas, NV 891

April 8, 2021 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ? Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

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