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~~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, including zip code, of principal executive offices

702-701-9514

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol

Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☑

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~August~~January 158, ~~2024~~2025, a total of 5061,~~952~~902,~~060~~455 shares of the issuer’s common stock were outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets at June 30, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signature	37


Table of Contents			i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”) and our audited consolidated financial statements and related notes included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024, as amended on April 29, 2024, (the “2023 Form 10-K”).

In addition to historical information, this Form 10-Q includes “forward-looking statements” about the plans, strategies, objectives, goals or expectations of Remark Holdings, Inc. and subsidiaries (“Remark”, “we”, “us”, “our”). You will find forward-looking statements principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such forward-looking statements are identifiable by words or phrases indicating that Remark or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should,” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that we are “positioned” for a particular result, or similarly-stated expectations. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report or such other report, release, presentation, or statement. The forward-looking statements contained in this Form 10-Q are based on the expectations, estimates, projections, beliefs, and assumptions of our management based on information available to management as of the date on which this Form 10-Q was filed with the SEC, or as of the date on which the information incorporated by reference was filed with the SEC, as applicable, all of which are subject to change. Forward-looking statements are subject to risks, uncertainties, and other factors that are difficult to predict and could cause actual results to differ materially from those stated or implied by our forward-looking statements.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this report and other periodic reports filed with the SEC, there are many important factors that could cause actual results to differ materially. Such risks and uncertainties include general business conditions, changes in overall economic conditions, our ability to integrate acquired assets, the impact of competition and other factors which are often beyond our control.

This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, operations, liquidity, financial condition and prospects. We undertake no obligation to update or revise our forward-looking statements to reflect developments that occur or information that we obtain after the date of this report.


Table of Contents			ii

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(dollars in thousands, except share and per share amounts)

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Cash	$	~~438~~21	$	145
Trade accounts receivable, net	~~4,361~~302		1,287
Inventory, net	~~646~~814		750
Deferred cost of revenue, current	—		6,644
Prepaid expense and other current assets	~~492~~477		614
Total current assets	51,~~937~~614		9,440
Deferred cost of revenue, long-term	6,290		—
Property and equipment, net	615		189
Property and equipment, net	634		189
Operating lease assets	324		517
Operating lease assets	372		517
Other long-term assets	59		90
Other long-term assets	71		90
Total assets	$	2,612	$	10,236
Total assets	$	13,304	$	10,236
Liabilities
Accounts payable	$	1310,~~023~~714	$	9,348
Advances from related parties	1,~~036~~548		1,595
Obligations to issue common stock	12,548		10,033
Accrued expense and other current liabilities (including $1,391 and $495 of delinquent payroll taxes as of September 30, 2024 and December 31, 2023, respectively)	11,328		11,687
Accrued expense and other current liabilities (including $1,356 and $495 of delinquent payroll taxes as of June 30, 2024 and December 31, 2023, respectively)	13,203		11,531
Contract liability	433		570
Contract liability	418		570
Notes payable	19,489		16,307
Notes payable (including a past due amount of $16,307 as of each of June 30, 2024, and December 31, 2023)	16,496		16,463
Obligations to issue common stock	11,844		10,033
Funds received in advance of potential financing	2,750		—
Total current liabilities	5958,~~474~~106		49,540
Operating lease liabilities, long-term	~~179~~121		286
Total liabilities	5958,~~653~~227		49,826
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; zero issued	—		—
Common stock, $0.001 par value; 175,000,000 shares authorized; 49,872,060 and 22,038,855 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	50		22
Common stock, $0.001 par value; 175,000,000 shares authorized; 53,770,968 and 22,038,855 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	54		22
Additional paid-in-capital	391,~~538~~934		379,244
Accumulated other comprehensive loss	(1,~~217~~269)		(1,186)
Accumulated deficit	(~~436~~446,~~720~~334)		(417,670)
Total stockholders’ deficit	(4655,~~349~~615)		(39,590)
Total liabilities and stockholders’ deficit	$	132,~~304~~612	$	10,236

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents 1 ~~Financial Statement Index~~

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Income (~~Loss)

(dollars in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Revenue

~~3,699~~320

~~3,167~~183

4,~~086~~406

34,~~993~~176

Cost and expense

Cost of revenue (excluding depreciation and amortization)

~~2,925~~107

~~2,511~~254

3,~~275~~382

23,~~966~~220

Sales and marketing

~~269~~281

~~387~~340

~~569~~850

~~753~~1,093

Technology and development

~~366~~698

~~567~~768

~~712~~1,410

~~736~~1,504

General and administrative

32,~~294~~763

32,~~244~~843

69,~~317~~080

68,~~077~~920

Depreciation and amortization

5853

25107

~~122~~175

71178

Impairments

—6,463

~~392~~—

—6,624

392

Total cost and expense

610,~~912~~365

74,~~126~~312

1021,~~995~~521

1015,~~995~~307

Operating loss

(310,~~213~~045)

(34,~~959~~129)

(617,~~909~~115)

(711,~~002~~131)

Other expense

Interest expense

(~~961~~376)

(~~858~~949)

(12,~~904~~280)

(23,~~402~~351)

Finance cost related to obligations to issue common stock

~~(925)~~809

(12,~~050~~086)

(109,~~072~~263)

(46,~~626~~712)

Other loss, net

(~~160~~2)

(78)

(~~165~~6)

(614)

Total other expense, net

~~(2,046)~~431

(13,~~915~~043)

(1211,~~141~~549)

(710,~~034~~077)

Net loss

(59,~~259~~614)

(57,~~874~~172)

(1928,~~050~~664)

(1421,~~036~~208)

Other comprehensive income

Foreign currency translation adjustments

46(52)

~~(227)~~175

(3183)

(~~545~~370)

Comprehensive loss

(59,~~213~~666)

(6,~~101~~997)

(1928,~~081~~747)

(1421,~~581~~578)

Weighted-average shares outstanding, basic and diluted

4550,~~683~~815,~~329~~505

1418,~~132~~377,~~862~~384

3943,~~928~~583,~~507~~994

1315,~~819~~355,~~643~~583

Net loss per share, basic and diluted

(0.1219)

(0.4239)

(0.4866)

(1.0238)

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			2			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands, except number of shares)

	Three Months Ended June 30, 2024
	Three Months Ended September 30, 2024
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at March 31, 2024	41,153,044	$	41	$	390,247	$	(1,263)	$	(431,461)	(42,436)
Balance at June 30, 2024	49,872,060	$	50	$	391,537	$	(1,217)	$	(436,720)	(46,350)
Net loss	—	—		—		—		(59,~~259~~614)		(59,~~259~~614)
Common stock issued pursuant to agreements with Ionic (Note 12)	8,719,016	9		1,291		—		—		1,300
Share-based compensation	130,000	—		12		—		—		12
Foreign currency translation	—	—		—		46		—		46
Common stock issued pursuant to agreements with Ionic (Note 12)	3,280,715	4		330		—		—		334
Balance at June 30, 2024	49,872,060	$	50	$	391,538	$	(1,217)	$	(436,720)	$	(46,349)
Common stock issued pursuant to convertible instruments (Note 10)	488,193	—		55		—		—		55
	Three Months Ended June 30, 2023
Foreign currency translation	—	—		—		(52)		—		(52)
Balance at September 30, 2024	53,770,968	$	54	$	391,934	$	(1,269)	$	(446,334)	$	(55,615)
	Three Months Ended September 30, 2023
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at March 31, 2023	13,633,992	$	14	$	372,071	$	(1,177)	$	(396,685)	$	(25,777)
Net loss	—	—		—		—		(5,874)		(5,874)
Share-based compensation	—	—		12		—		—		12
Common stock issued pursuant to agreements with Ionic (Note 12)	2,978,274	3		3,434		—		—		3,437
Foreign currency translation	—	—		—		(227)		—		(227)
Balance at June 30, 2023	16,612,266	$	17	$	375,517	$	(1,404)	$	(402,559)	$	(28,429)
	Six Months Ended June 30, 2024
Net loss	—	—		—		—		(7,172)		(7,172)
Share-based compensation	—	—		11		—		—		11
Common stock issued pursuant to agreements with Ionic (Note 12)	3,099,589	3		2,494		—		—		2,497
Foreign currency translation	—	—		—		175		—		175
Balance at September 30, 2023	19,711,855	$	20	$	378,022	$	(1,229)	$	(409,731)	$	(32,918)
	Nine Months Ended September 30, 2024
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at December 31, 2023	22,038,855	$	22	$	379,244	$	(1,186)	$	(417,670)	$	(39,590)
Net loss	—	—		—		—		(1928,~~050~~664)		(1928,~~050~~664)
Share-based compensation	—130,000	—		1527		—		—		1527
Common stock issued pursuant to agreements with Ionic (Note 12)	2731,~~833~~113,~~205~~920	2832		12,~~279~~608		—		—		12,~~307~~640
Foreign currency translation	—	—		—		(31)		—		(31)
Common stock issued pursuant to convertible instruments (Note 10)	488,193	—		55		—		—		55
Balance at June 30, 2024	49,872,060	$	50	$	391,538	$	(1,217)	$	(436,720)	$	(46,349)
Foreign currency translation	—	—		—		(83)		—		(83)
	Six Months Ended June 30, 2023
Balance at September 30, 2024	53,770,968	$	54	$	391,934	$	(1,269)	$	(446,334)	$	(55,615)
	Nine Months Ended September 30, 2023
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at December 31, 2022	11,539,564	$	12	$	368,945	$	(859)	$	(388,523)	$	(20,425)
Net loss	—	—		—		—		(1421,~~036~~208)		(1421,~~036~~208)
Share-based compensation	—	—		~~156~~167		—		—		~~156~~167
Common stock issued pursuant to agreements with Ionic (Note 12)	58,~~072~~172,~~702~~291	58		68,~~416~~910		—		—		68,~~421~~918
Foreign currency translation	—	—		—		(~~545~~370)		—		(~~545~~370)
Balance at June 30, 2023	16,612,266	$	17	$	375,517	$	(1,404)	$	(402,559)	$	(28,429)
Balance at September 30, 2023	19,711,855	$	20	$	378,022	$	(1,229)	$	(409,731)	$	(32,918)

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			3			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(1928,~~050~~664)	$	(1421,~~036~~208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	~~122~~175		71178
Share-based compensation	617		~~153~~149
Cost of extending note payable	—		750
Finance cost related to obligations to issue common stock	109,~~072~~700		46,~~626~~712
Finance cost related to secured convertible debenture liability	(437)		—
Accrued interest included in note payable	—		1,139
Impairment of assets	—6,624		392
Provision for doubtful accounts	~~255~~665		138
Other	18(82)		36224
Changes in operating assets and liabilities:
Accounts receivable	~~(3,386)~~318		(~~957~~593)
Inventory	99(174)		~~(42)~~83
Deferred cost of revenue	~~354~~150		1,~~865~~564
Prepaid expense and other assets	~~(16)~~233		1385
Operating lease assets	~~145~~193		(~~607~~503)
Accounts payable, accrued expense and other liabilities	54,~~512~~552		~~745~~1,437
Contract liability	(~~138~~139)		~~145~~90
Operating lease liabilities	(~~107~~165)		~~342~~280
Net cash used in operating activities	(67,~~114~~034)		(59,~~227~~083)
Cash flows from investing activities:
Purchases of property, equipment and software	(~~567~~569)		(632)
Payment of amounts capitalized to software in progress	—		—
Net cash used in investing activities	(569)		(32)
Net cash used in investing activities	(567)		(6)
Cash flows from financing activities:
Funds received in advance of potential financing	2,750		—
Proceeds from obligations to issue common stock - ELOC	4,750		37,000
Proceeds from obligations to issue common stock - Debentures	—		2,500
Proceeds from debt	50		—
Advances from related parties	~~720~~1,489		~~697~~1,002
Repayments of advances from related parties	(1,~~279~~536)		(~~792~~1,145)
Repayments of debt	(1724)		(1624)
Net cash provided by financing activities	67,~~974~~479		59,~~389~~333
Net change in cash	~~293~~(124)		~~156~~218
Cash:
Beginning of period	145		52
End of period	$	~~438~~21	$	~~208~~270
Supplemental cash flow information:
Cash paid for interest	$	150	$	~~988~~1,578
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock - Ionic ELOC and Debentures (Note 12)	$	12,~~307~~640	$	68,~~421~~910
Transfer of software to inventory	$	—	$	233
Purchase of property and equipment pursuant to notes payable	$	21	$	—
Common stock issuance pursuant to secured convertible debentures	$	55	$	—
Exchange of non-convertible debentures for convertible debentures	$	19,981	$	—

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			4			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

NOTE 1. ORGANIZATION AND BUSINESS

Organization and Business

Remark Holdings, Inc. and its subsidiaries (“Remark”, “we”, “us”, or “our”) constitute a diversified global technology business with leading artificial intelligence (“AI”) and data-analytics solutions. The common stock of Remark Holdings, Inc. is traded in the OTCQX ~~Best~~ market under the ticker symbol MARK.

We primarily sell AI-based products and services. We currently recognize substantially all of our revenue from the U.S., with additional revenue from sales in the U.K. and China.

Going Concern

During the ~~six~~nine months ended ~~June~~September 30, 2024, and in each fiscal year since our inception, we have incurred operating losses which have resulted in a stockholders’ deficit of $4655.36 million as of ~~June~~September 30, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $67.10 million during the ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2024, our cash balance was less than $0.4 1 million. Also, we ~~did~~have ~~not~~accrued ~~make~~approximately ~~required~~$1.4 ~~repayments~~million of delinquent payroll taxes. As of the ~~outstanding~~date ~~loans~~of ~~under~~this Form 10-Q, we are also delinquent in the ~~2023~~payment ~~Mudrick~~of ~~Loan~~approximately ~~Agreement~~$0.1 million ~~when~~of ~~due~~lease ~~(see~~payments ~~Note~~related 10to ~~for~~our ~~more~~office ~~information)~~space in Las Vegas and weare ~~have~~actively ~~accrued~~negotiating ~~approximately~~a ~~$1.4~~modified ~~million~~payment oftimeline ~~delinquent~~with ~~payroll~~the ~~taxes~~landlord.

Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to, and management has concluded that there is, substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We intend to fund our future operations and meet our financial obligations through revenue growth from our AI and data analytics offerings. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings.

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of ~~the COVID-19 pandemic,~~ global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital.

A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include ~~the lingering effects of the COVID-19 pandemic in China,~~ regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans:

•develop and grow new product line(s)

•obtain additional capital through debt and/or equity issuances.

However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to ~~September 30~~March 31, ~~2024~~2025.

Reclassification

On our consolidated balance sheet for the year ended December 31, 2023, we reclassified approximately $0.4 million from Accrued expense and other current liabilities to Advances from related parties to conform to the current year presentation.


Table of Contents			5			Financial Statement Index

Reclassification

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of ~~June~~September 30, 2024, with the audited Consolidated Balance Sheet amounts as of December 31, 2023 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit for the ~~six~~nine months ended ~~June~~September 30, 2024 in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading.

Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period.

Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of ~~June~~September 30, 2024, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Consolidation

We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.

Use of Estimates

We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, deferred cost of revenue, share-based compensation, deferred income taxes, and inventory reserve, among other items.

Cash

Our cash consists of funds held in bank accounts.

We maintain cash balances in United States dollars (“USD”), British pounds (“GBP”), Chinese Yuan (“CNY”) and Hong Kong dollars (“HKD”).


Table of Contents			6			Financial Statement Index

The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands):

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Cash denominated in:
USD	$	~~417~~2	$	31
CNY	1614		109
GBP	41		1
HKD	14		4
Total cash	$	~~438~~21	$	145

We maintain substantially all of our USD-denominated cash at a U.S. financial institution where the balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, however, our cash balances may exceed the FDIC-insured limit. As of ~~June~~September 30, 2024, we do not believe we have any significant concentrations of credit risk. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the USD~~, although such risk is somewhat mitigated because we transfer U~~.~~S. funds to China to fund local operations. If, however, the USD is devalued significantly against the CNY, our cost to further develop our business in China could exceed original estimates.~~

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows:

Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities;

Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and

Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable.

The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available.

We believe the reported carrying amounts for cash, receivables, prepaids and other current assets, accounts payable, accrued expense and other current liabilities, ~~and short-term debt~~ approximate their fair values because of the short-term nature of these financial instruments.

Foreign Currency Translation

We report all currency amounts in USD. Our overseas subsidiaries, however, maintain their books and records in their functional currencies, which are GBP in the United Kingdom (“U.K.”) and CNY in China.

In general, when consolidating our subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit.


Table of Contents			7			Financial Statement Index

We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:

	2024	2023
Exchange rates at June 30th:
Exchange rates at September 30th:
GBP:USD	1.~~264~~339	1.~~266~~220
CNY:USD	0.~~138~~143	0.~~138~~137
HKD:USD	0.~~128~~129	0.128
Average exchange rate during the six months ended June 30th:
Average exchange rate during the nine months ended September 30th:
CNY:USD	0.~~138~~139	0.~~143~~142
GBP:USD	1.~~270~~293	1.~~252~~244

Revenue Recognition

AI-Based Products

We generate revenue by developing AI-based products, including fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI-based products, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have performance obligations to provide fully-integrated AI solutions to our customer and we recognize revenue at the point in time when each performance obligation is completed and delivered to, tested by and accepted by our customer.

We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and collectability of consideration from the customer is probable.

When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation.

For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation.

For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects.

We record the incremental costs of obtaining contracts as an expense when incurred.

We offer extended warranties on our products for periods of one to three years. Revenue from these extended warranties is recognized on a straight-line basis over the warranty contract term.

Other

We generate revenue from other sources, such as from advertising and marketing services. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised


Table of Contents			8			Financial Statement Index

promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less.

Inventory

We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated sales forecasts. At ~~June~~September 30, 2024 and December 31, 2023, reserve for inventory was $2.2 million and $2.2 million, respectively.

Internal Use Software

We acquire or develop applications and other software that help us meet our internal needs with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software. We amortize our internal use software on a straight-line basis over an estimated useful life of three years. If we identify any internal use software to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Once we have fully amortized internal use software costs that we capitalized, we remove such amounts from their respective accounts.

Net Income (Loss) per Share

We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.

For the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive.

Securities which may have affected the calculation of diluted earnings per share for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024 if their effect had been dilutive include 1,~~518~~516,~~078~~911 total outstanding options to purchase our common stock, 1,007,441 outstanding warrants to purchase our common stock, ~~as well as~~ an estimated ~~101~~110,~~193~~482,~~753~~841 shares of our common stock issuable to Ionic Ventures, LLC (“Ionic”) in relation to our transactions with Ionic (see Note 12), and an estimated 181,798,838 shares of our common stock issuable to Mudrick Capital Management, LP (“Mudrick”) in relation to our transactions with Mudrick (see Note 10).

Segments

Existing GAAP, which establishes a management approach to segment reporting, defines operating segments as components of an entity about which separate, discrete financial information is available for evaluation by the chief operating decision maker. We have identified our Chief Executive Officer as our chief operating decision maker, who reviews operating results to make decisions about allocating resources and assessing performance based upon only one operating segment.


Table of Contents			9			Financial Statement Index

Recently Issued Accounting Pronouncements

In November ~~2023~~2024, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting ~~2023-07,~~Standards ~~Segment~~Update ~~Reporting~~ (~~Topic 280~~“ASU”): ~~Improvements~~2024-03 toIncome ~~Reportable~~Statement—Reporting ~~Segment~~Comprehensive ~~Disclosure,~~Income—Expense ~~which~~Disaggregation isDisclosures ~~intended~~(Subtopic to220-40) ~~improve~~Disaggregation ~~reportable~~of ~~segment~~Income ~~disclosure~~Statement ~~requirements,~~Expenses. ~~primarily~~The ~~through~~guidance ~~enhanced~~in ~~disclosures~~ASU ~~about~~2024-03 ~~significant~~requires ~~segment~~public ~~expense~~business ~~categories~~entities ~~that~~to ~~are~~disclose ~~regularly~~in ~~provided~~the notes to the ~~chief~~financial ~~operating~~statements, ~~decision~~among ~~maker~~other ~~and~~things, ~~included~~specific ininformation ~~each~~about ~~reported~~certain ~~measure~~costs ofand aexpenses ~~segment’s~~including ~~profit~~purchases orof ~~loss.~~inventory; ~~The~~employee ~~update~~compensation; ~~also~~and ~~requires~~depreciation ~~all~~and ~~annual~~amortization ~~disclosures~~expense ~~about~~for aeach ~~reportable~~caption ~~segment’s~~on ~~profit~~the orincome ~~loss~~statement ~~and~~where ~~assets~~such toexpenses beare ~~provided~~included. inThe ~~interim~~update ~~periods~~is ~~and~~effective for ~~entities~~annual ~~with~~reporting aperiods ~~single~~beginning ~~reportable~~after ~~segment~~December to15, ~~provide~~2026, ~~all~~and ~~the~~interim ~~disclosures~~reporting ~~required~~periods bybeginning ~~ASC~~after ~~280~~December 15, ~~Segment~~2027. ~~Reporting~~Early adoption is permitted, ~~including~~and the ~~significant~~amendments ~~segment~~may ~~expense~~be ~~disclosures.~~applied ~~For~~prospectively ~~us,~~to ~~ASU~~reporting ~~2023-07~~periods ~~will~~after bethe effective ondate ~~January~~or 1,retrospectively ~~2024~~to ~~and~~all ~~interim~~ periods ~~beginning~~presented in ~~fiscal~~the ~~year~~financial ~~2025,~~statements. ~~with~~We ~~early~~are ~~adoption~~currently ~~permitted.~~evaluating ~~The~~the ~~adoption~~provisions of ~~ASU~~this ~~2023-07~~guidance ~~did~~and ~~not~~assessing ~~have~~the apotential ~~material~~ impact on our ~~results of operations,~~ financial ~~position~~statement ~~or cash flows~~disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. For us, ASU 2023-07 became effective on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on our results of operations, financial position or cash flows.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

NOTE 3. CONCENTRATION OF RISK

Revenue and Accounts Receivable

The disaggregation of revenue tables in Note 4 demonstrate the concentration in our revenue from certain products and the geographic concentration of our business. We also have a concentration in the volume of business we transacted with customers, as during the ~~six~~nine months ended ~~June~~September 30, 2024, ~~apart~~the ~~from~~majority ~~a de minimis amount, essentially all~~ of our revenue resulted from one customer, while during ~~six~~nine months ended ~~June~~September 30, 2023, ~~three~~two of our customers represented about 4028%, ~~35%~~ and 1124%, respectively, of our revenue. At June 30, 2024, net accounts receivable from one of our customers represented about 87% of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 37%, 34% and 12%, respectively, of our net accounts receivable.

Deferred Cost of Revenue

See Note 6 for a discussion of a risk concentration regarding our deferred cost of revenue.

Cost of Sales and Accounts Payable

The various hardware we purchase to fulfill our contracts with customers is not especially unique in nature. Based on our analysis, we believe that should any disruption in our current supply chain occur, a sufficient number of alternative vendors is available to us, at reasonably comparable specifications and price, such that we would not experience a material negative impact on our ability to procure the hardware we need to operate our business.

NOTE 4. REVENUE

We primarily sell AI-based products and services based upon computer vision and other technologies.

We do not include disclosures related to remaining performance obligations because substantially all our contracts with customers have an original expected duration of one year or less or, with regard to our stand-ready obligations, the amounts involved are not material.


Table of Contents			10			Financial Statement Index

Disaggregation of Revenue

The following table presents a disaggregation of our revenue by category of products and services (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
AI-based products and services	$	~~3,699~~234	$	~~3,105~~174	$	4,~~086~~320	$	34,~~826~~000
Other	—86		629		—86		~~167~~176
Revenue	$	~~3,699~~320	$	~~3,167~~183	$	4,~~086~~406	$	34,~~993~~176

The following table presents a disaggregation of our revenue by country (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
China	$	—253	$	~~3,097~~174	$	~~387~~640	$	34,~~840~~014
United States and United Kingdom	~~3,699~~67		709		3,~~699~~766		~~153~~162
Revenue	$	~~3,699~~320	$	~~3,167~~183	$	4,~~086~~406	$	34,~~993~~176

Significant Judgments

When accounting for revenue we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of current GAAP regarding revenue, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue.

Contract Assets and Contract Liabilities

We do not currently generate material contract assets. During the ~~six~~nine months ended ~~June~~September 30, 2024, our contract liability changed only as a result of routine business activity.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods.

Certain Agreements Related to AI-Based Product Sales in China

We completed certain projects in China during the year ended December 31, 2023 worth approximately $1.4 million, but the agreement did not meet the criteria for revenue recognition on an accrual basis. We will recognize the revenue from such ~~agreement as we receive the cash. We recognized approximately $0.4 million of such amount during the six months ended June 30, 2024.~~


Table of Contents			11			Financial Statement Index

agreement as we receive the cash. We recognized approximately $0.4 million of such amount during the nine months ended September 30, 2024.

NOTE 5. TRADE ACCOUNTS RECEIVABLE

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
U.S. and U.K.
Gross accounts receivable balance	$	~~3,722~~64	$	62
Allowance for bad debt	(4258)		(42)
Accounts receivable, net - U.S. and U.K.	$	~~3,680~~6	$	20
China
Gross accounts receivable balance	$	6,~~530~~756	$	7,001
Allowance for bad debt	(56,~~849~~460)		(5,734)
Accounts receivable, net - China	$	~~681~~296	$	1,267
Total accounts receivable - net	$	~~4,361~~302	$	1,287

Generally, it is not unusual for Chinese entities to pay their vendors on longer timelines than the timelines typically observed in U.S. commerce. Trade receivables related to our China AI projects at ~~June~~September 30, 2024 and December 31, 2023; including ~~approximately~~a ~~$0.7 million~~de minimis amount and $0.7 million, respectively, of trade receivables from projects related to work with our China Business Partner (see Note 16 for more information regarding our China Business Partner and related accounting); represented essentially all our gross trade receivables in each such period. When evaluating for current expected credit losses during 2023, we took into account our historical experience as well as our expectations based upon how we believe the COVID-19 pandemic has caused lingering effects on us and our customers.

NOTE 6. DEFERRED COST OF REVENUE

Deferred cost of revenue as of ~~June 30, 2024 and~~ December 31, 2023 of $~~0.0 million and $~~6.6 million, ~~respectively,~~represented ~~represent~~ amounts we ~~have~~ paid in advance to vendors who were to provide services to us in relation to various projects in China. Specifically, we expected the deferred cost of revenue balance ~~as of June 30~~, ~~2024,~~ a large percentage of which was paid to a single vendor ~~in 2022~~ for project installations we ~~expect~~expected ~~will~~would be provided to us through our China Business Partner (described in more detail in Note 16), ~~will~~would be utilized as the vendors install our software solutions and/or hardware at numerous sites across various regions of China for our customers and as the vendors perform other services for us pursuant to customer requirements. Because most of the projects for which we have engaged the vendors would require purchases of hardware, equipment and/or supplies in advance of site visits, we made the prepayments in anticipation of several large batches of project installations. We ~~did not make any additional advance payments to vendors in 2024 related to projects, and we~~ were able to complete installations of projects during 2024 that reduced by $0.4 million the deferred cost of revenue balance associated with the vendor which performs the project installations provided to us through our China Business Partner.

Lengthy COVID-19 related lockdowns that occurred in various regions in China during 2022 were the initial cause of delays in completing projects for which we had paid in advance. A slow recovery from such lockdowns in addition to increased political tensions between the U.S. and China led to our decision to reduce staff in China, all of which has made progress in completing projects slow. ~~The~~Completing ~~balance of deferred cost of revenue as of June 30, 2024 can be fully recovered, given that~~ the ~~vendors are able to perform the installations, but completing the~~ projects in China and fully recovering the deferred cost of revenue balance will require additional capital resources. ~~While~~Given ~~we have turned our focus to expanding our business outside of China, we will continue working to complete~~ the ~~projects~~ongoing inpolitical ~~China,~~tensions ~~though~~and ~~we may have to impair the asset in future periods to the extent our capital resources are not sufficient to complete all such projects. Given~~ that we have limited capital resources for China, factors which ~~could~~have ~~cause~~caused ~~further~~uncertainty ~~delays~~regarding inwhen ~~completing~~or whether we can complete the projects associated with the deferred cost of revenue, we ~~have~~recorded ~~reclassified~~a ~~the~~full ~~balance~~impairment of ~~deferred~~$6.5 million ~~cost~~during ofthe ~~revenue~~three asmonths aended ~~long-term~~September ~~asset as of June~~ 30, 2024.


Table of Contents			12			Financial Statement Index

NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS

The following table presents the components of prepaid expense and other current assets (in thousands):

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Other receivables	23		147
Prepaid expense	~~369~~352		339
Deposits	~~121~~122		128
Total	$	~~492~~477	$	614

NOTE 8. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands, except estimated lives):

	Estimated Life(Years)	~~June~~September 30, 2024		December 31, 2023
Vehicles	3	$	153	153
Computers and equipment	3	1,~~232~~244		$	1,217
Furniture and fixtures	3	42		42
Software	3	4,~~609~~672		4,082
Leasehold improvements	3	~~206~~204		204
Total property, equipment and software		$	6,~~242~~315	$	5,698
Less accumulated depreciation		(5,~~608~~700)		(5,509)
Total property, equipment and software, net		$	~~634~~615	$	189

For each of the ~~six~~nine-month ~~months~~periods ended ~~June~~September 30, 2024 and 2023, we recorded depreciation (and amortization of software) expense ~~was~~of ~~not material~~$0.2 million.

NOTE 9. ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES

The following table presents the components of Accrued expense and other current liabilities (in thousands):

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Accrued compensation and benefit-related expense	$	23,~~434~~084	$	3,221
Accrued delinquent payroll taxes	1,~~356~~391		495
Accrued interest	~~3,306~~—		1,570
Other accrued expense	23,~~770~~272		3,187
Other payables	2,~~202~~326		2,138
Operating lease liability - current	~~249~~261		288
Other current liabilities	~~886~~994		~~632~~788
Total	$	1311,~~203~~328	$	11,~~531~~687


Table of Contents			13			Financial Statement Index

NOTE 10. NOTES PAYABLE

The following table presents our notes payable (in thousands) as of:

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
2023 Mudrick Notes	$	—	$	16,307
Other notes payable	189		156
Secured Convertible Debentures	19,489		—
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463
Notes payable	$	19,489	$	16,307

On December 3, 2021, we entered into a senior secured loan agreement (the “Original Mudrick Loan Agreement”) with certain of our subsidiaries as guarantors (the “Guarantors”) and certain institutional lenders affiliated with Mudrick Capital Management, LP (collectively, “Mudrick”), pursuant to which Mudrick extended credit to us consisting of term loans in the aggregate principal amount of $30.0 million (the “Original Mudrick Loans”). The Original Mudrick Loans bore interest at 16.5% per annum with an original maturity date of July 31, 2022.

AsOn ofMarch ~~December 31~~14, ~~2022~~2023, we entered into a Note Purchase Agreement (the ~~outstanding~~“2023 ~~balance~~Mudrick Loan Agreement”) with Mudrick, pursuant to which all of the Original Mudrick Loans ~~was~~were ~~$14.4 million,~~cancelled ~~and~~in ~~approximately~~exchange ~~$0.8 million~~for ofnew ~~accrued~~notes ~~interest~~payable ~~was~~to ~~included~~Mudrick (the “2023 Mudrick Notes”) in ~~Accrued~~the ~~expense~~aggregate ~~and~~principal ~~other~~amount ~~current~~of ~~liabilities~~approximately $16.3 million. ~~During~~The principal balance of the ~~three~~2023 ~~months~~Mudrick ~~ended~~Notes ~~March~~at December 31, 2023, ~~prior~~included tothe $14.4 million outstanding balance of the ~~2023~~Original Mudrick ~~Loan~~Loans, ~~Agreement~~plus ~~(defined~~$1.1 million ~~below)~~of ~~canceling~~accrued interest on the Original Mudrick Loans, weplus ~~accrued~~a fee of approximately $0.68 million ~~additional~~payable ~~interest~~to ~~expense~~Mudrick onas consideration for cancelling the Original Mudrick Loans, ofand ~~which~~converting all amounts outstanding thereunder into the 2023 Mudrick Notes. We recorded the $0.38 million ~~was~~as ~~paid~~interest expense during ~~such~~the ~~period~~three months ended March 31, 2023.

On ~~March~~August 145, ~~2023~~2024, we entered into aan ~~Note~~Exchange ~~Purchase~~ Agreement (the “~~2023~~Exchange ~~Mudrick Loan~~ Agreement”) with Mudrick, ~~pursuant~~on tobehalf ~~which~~of ~~all~~itself ofand the ~~Original~~holders ~~Mudrick~~(the ~~Loans~~“Investors”) ~~were~~of ~~cancelled in exchange for new notes payable to Mudrick (~~the “2023 Mudrick Notes”) in ~~the~~an aggregate principal amount of approximately $16.3 million. ~~The principal balance of~~ (the ~~2023~~“Original ~~Mudrick~~Principal”) ~~Notes~~pursuant atto ~~June~~which ~~30,~~the ~~2024~~Investors and ~~December~~we ~~31,~~exchanged ~~2023 included~~ the ~~$14.4 million~~2023 ~~outstanding~~Mudrick ~~balance~~Notes offor ~~the Original Mudrick Loans~~newly-issued, ~~plus~~secured ~~$1.1 million~~convertible ofdebentures ~~accrued~~issued ~~interest~~by onus (the ~~Original~~“Secured ~~Mudrick~~Convertible ~~Loans,~~Debentures”) ~~plus~~in aan ~~fee~~aggregate ofprincipal ~~approximately~~amount ~~$0.8 million~~equal ~~payable~~ to ~~Mudrick~~the assum ~~consideration~~of ~~for cancelling~~ the Original ~~Mudrick~~Principal ~~Loans~~ and ~~converting~~accrued ~~all~~and ~~amounts~~unpaid ~~outstanding~~interest ~~thereunder~~on ~~into~~ the ~~2023~~Original ~~Mudrick~~Principal ~~Notes.~~in Wethe ~~recorded~~aggregate ~~the~~amount of approximately $03.87 million ~~as interest expense during the three months ended March 31, 2023~~.

The ~~2023~~Secured ~~Mudrick~~Convertible ~~Notes~~Debentures ~~bore~~mature on May 15, 2025 and bear interest at a rate of 20.5% per annum, ~~which~~and ~~was~~the interest is payable onin ~~the~~kind ~~last~~by ~~business~~our ~~day~~issuance to the Investors of ~~each~~shares ~~month~~of ~~commencing~~our oncommon ~~May~~stock ~~31,~~as ~~2023~~described below. The ~~interest~~Secured ~~rate~~Convertible ~~increased~~Debentures byare 2%convertible, ~~and~~at the option of the Investors, at any time into such number of shares of our common stock equal to the principal amount ~~outstanding~~of ~~under~~ the ~~2023~~Secured ~~Mudrick~~Convertible ~~Notes~~Debentures ~~and~~converted ~~any~~plus all accrued and unpaid interest ~~thereon~~on ~~could~~such ~~become~~principal ~~immediately~~amount ~~due~~at ~~and~~a ~~payable~~conversion ~~upon~~price equal the ~~occurrence~~closing price of ~~any~~our ~~event~~common ofstock ~~default~~on ~~under~~the trading day immediately preceding the ~~2023~~conversion ~~Mudrick~~date, ~~Loan~~subject ~~Agreement~~to a floor price of $0.10, ~~All~~subject ~~amounts~~to ~~outstanding~~(i) ~~under~~equitable ~~the~~adjustments ~~2023~~resulting ~~Mudrick~~from ~~Notes~~any stock splits, ~~including~~stock ~~all~~dividends, ~~accrued~~recapitalizations or similar events and ~~unpaid~~(ii) ~~interest,~~the ~~became~~availability ~~due~~of ~~and~~authorized ~~payable~~shares inof ~~full~~common onstock ~~October~~which ~~31,~~can ~~2023.~~be reserved for the purpose of such conversion.

ToIn ~~secure~~no event will the ~~payment~~Investors ~~and~~be ~~performance~~entitled to convert any portion of the ~~obligations~~Secured ~~under~~Convertible ~~the~~Debentures ~~Original~~in ~~Mudrick~~excess ~~Loan~~of ~~Agreements~~that portion which would result in beneficial ownership by it and its affiliates of more than 9.99% of the ~~2023~~outstanding ~~Mudrick~~shares ~~Loan~~of ~~Agreement,~~common westock, ~~together~~unless ~~with~~such ~~certain~~Investors ofdeliver ~~our~~to ~~subsidiaries~~us ~~(the~~written ~~“Guarantors”~~notice at least sixty-one (61), ~~granted~~days prior to ~~TMI~~the ~~Trust~~effective ~~Company,~~date asof such notice that the ~~collateral~~provision ~~agent~~be ~~for~~adjusted to 9.99%. The Secured Convertible Debentures provide that neither the ~~benefit~~Investors ofnor ~~Mudrick,~~any aaffiliate ~~first~~may ~~priority~~sell ~~lien~~or onotherwise transfer, ~~and~~directly ~~security~~or ~~interest~~indirectly ~~in,~~on ~~all~~any ~~assets~~trading day any shares of ~~Remark~~our ~~and~~common stock an amount representing more than 10.0% of the ~~Guarantors,~~trading ~~subject~~volume toof ~~certain~~the ~~customary~~common ~~exceptions~~stock.

WeIn ~~did~~addition, ~~not~~we ~~make~~can ~~required~~redeem ~~repayments of~~ the ~~outstanding~~Secured ~~loans~~Convertible ~~under~~Debentures ~~the~~at ~~2023~~a ~~Mudrick~~redemption ~~Loan~~price ~~Agreement~~equal ~~that~~to ~~were~~100% ~~due~~of ~~beginning~~the onsum ~~June 30, 2023, which constitute events~~ of ~~default~~the ~~for~~principal ~~which~~amount ~~we have not received a waiver as~~ of the ~~date~~Secured ofConvertible ~~this~~Debentures ~~Form~~to ~~10-Q.~~be ~~Please~~redeemed ~~see~~plus ~~Note~~accrued 17interest, ~~for~~if ~~additional information regarding transactions with Mudrick~~any.

~~Other~~Upon ~~Notes~~the ~~Payable~~occurrence of events of default specified in the Secured Convertible Debentures, including the failure to pay the outstanding principal amount of the Secured Convertible Debentures and all accrued and unpaid interest thereon when due, the breach of the terms of the Exchange Agreement, the Secured Convertible Debentures or the Security Agreement (as defined below), the breach of Remark’s or the Guarantors (as defined below) representations and warranties in the Exchanges Agreement, the Secured Convertible Debentures or the Security Agreement, certain bankruptcy events with respect to Remark

The Other notes payable in the table above represent individually immaterial notes payable issued for the purchase of operating assets. Such notes payable bear interest at a weighted-average interest rate of approximately 6.0% and have a weighted-average remaining term of approximately 3.4 years.


Table of Contents			14			Financial Statement Index

or the Guarantors, the failure to pay amounts due and payable under any indebtedness of Remark or a Guarantor in an amount in excess of $100,000 or a final judgment is entered against Remark or a Guarantor in an aggregate amount in excess of $100,000, all amounts owed under the Secured Convertible Debenture, together with default interest at 22.5% per annum, shall then become due and payable. In addition, the Collateral Agent (as defined below) shall have the right to exercise remedies set forth in the Security Agreement.

The Secured Convertible Debentures are guaranteed by certain of our direct and indirect subsidiaries (the “Guarantors”) and are secured by all the assets (wherever located, whether now owned or hereafter acquired) of Remark and the Guarantors pursuant to a Guaranty and Security Agreement dated as of August 5, 2024 (the “Security Agreement”), by and among us, as the Guarantors, the Investors and Argent Institutional Trust Company (the “Collateral Agent”).

Using the guidance in ASC Topic 480, Distinguishing Liabilities from Equity, we evaluated the Secured Convertible Debentures and determined that they represented obligations that must or may be settled with a variable number of shares, the monetary value of which was based solely or predominantly on a fixed monetary amount known at inception. Using a Level 3 input, we estimated the number of shares of our common stock that we would have to issue to fully convert the Secured Convertible Debentures and multiplied the estimated number of shares by the closing market price of our common stock on the measurement date to determine and record the fair value of the liability represented by the Secured Convertible Debentures. We remeasure the Secured Convertible Debentures liability at every balance sheet date with the change in the amount of the liability being recorded as Finance cost. The following table shows the changes in our Secured Convertible Debentures liability (dollars in thousands):


Balance at December 31, 2023	$	—
Establishment of Secured Convertible Debentures liability	19,981
Issuance of shares	(55)
Change in measurement of liability	(437)
Balance at September 30, 2024	$	19,489

During the three months ended September 30, 2024, we issued 488,193 shares of our common stock to Mudrick pursuant to conversion notices related to the Secured Convertible Debentures. When estimating the fair value of the Secured Convertible Debentures liability as of September 30, 2024, we estimated that we would have to issue an additional 181,798,838 shares of our common stock to fully convert the Secured Convertible Debentures.

NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

As of ~~June~~September 30, 2024, we reported a liability of $2.8 million related to cash we received from an unrelated potential investor/creditor in advance of finalizing an agreement.


Table of Contents			15			Financial Statement Index

NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

Convertible Debentures

On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) and a purchase agreement (the “Original ELOC Purchase Agreement”) with Ionic. Pursuant to the 2022 Debenture Purchase Agreement, we issued a convertible subordinated debenture in the original principal amount of approximately $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million. The 2022 Debenture automatically converted into shares of our common stock (the “2022 Debenture Settlement Shares”) on November 17, 2022 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the 2022 Debenture, we initially estimated the obligation to issue common stock at approximately $3.6 million. As of December 31, 2022, we estimated such obligation to have a fair value of $1.9 million, representing an additional 1,720,349 shares to be issued pursuant to the 2022 Debenture. When the measurement period for determining the conversion price of the 2022 Debenture was completed, we determined that the final number of 2022 Debenture Settlement Shares would be 3,129,668 (inclusive of 898,854 shares that were issued during 2022), resulting in the issuance of an additional 2,230,814 shares during 2023 with a fair value of $3.1 million.

On March 14, 2023, we entered into a new debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of approximately $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of approximately $1.7 million for a purchase price of $1.5 million (the “First 2023 Debenture”), which was issued on March 14, 2023, and the second debenture is in the original principal amount of approximately $1.1 million for a purchase price of $1.0 million (the “Second 2023 Debenture” and collectively with the First Debenture, the “2023 Debentures”), which was issued on April 12, 2023. The 2023 ~~Debenture~~Debentures automatically converted into shares of our common stock (the “2023 Debenture Settlement Shares”) on June 26, 2023 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the First 2023 Debenture and the Second 2023 Debenture, we initially estimated the obligations to issue common stock at an aggregate of approximately $4.1 million, or equivalent estimated issuable shares of 3,669,228. As of December 31, 2023, we estimated that an aggregate total of 9,383,966 shares remained to be issued upon conversion in full of the 2023 Debentures, representing obligations with an aggregate fair value of $4.6 million. When the measurement period for determining the conversion price of the 2023 Debentures was completed, we determined that the final number of 2023 Debentures Settlement Shares would be 16,928,989 (inclusive of 657,000 shares that were issued during 2023), resulting in the issuance during the ~~six~~nine months ended ~~June~~September 30, 2024 of an additional 16,271,989 shares with a fair value of $10.3 million in final settlement of the 2023 Debentures.

Table of Contents 15 Financial Statement Index

Equity Line of Credit

The Original ELOC Purchase Agreement, as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023; as well as the first amendment on January 9, 2024, and subsequent letter agreement on February 14, 2024 (as amended, the “Amended ELOC Purchase Agreement”), provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $3.0 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the condition that we will not sell shares to Ionic to the extent that Ionic, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of our common stock immediately after giving effect to such sale (the “Beneficial Ownership Limitation”).

In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.20 (as amended by the January 2023 Letter Agreement, as defined below). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement.


Table of Contents			16			Financial Statement Index

Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement.

The Amended ELOC Purchase Agreement may be terminated by us at any time after commencement, at our discretion; provided, however, that if we sold less than $25.0 million to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $0.5 million, which is payable, at our option, in cash or in shares of common stock at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50.0 million amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement.

On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the Original ELOC Purchase Agreement. Under the Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of our common stock under the Amended ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the Amended ELOC Purchase Agreement to 80% of the average of the two lowest daily VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the Amended ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the Amended ELOC Purchase Agreement.

As partial consideration for the waiver to allow for the $0.5 million purchase by Ionic, we agreed to issue to Ionic that number of shares (the “Letter Agreement Shares”) equal to the difference between (x) the variable conversion price in the 2022 Debenture, and (y) the calculation achieved as a result of the following formula: 80% (or 70% if our common stock is not then trading on Nasdaq) of the lowest VWAP starting on the trading day immediately following the receipt of pre-settlement conversion shares following the date on which the 2022 Debenture automatically converts or other relevant date of determination and ending the later of (a) 10 consecutive trading days after (and not including) the Automatic Conversion Date (as defined in the Amended ELOC Purchase Agreement) or such other relevant date of determination and (b) the trading day immediately after shares of our common stock in the aggregate amount of at least $13.9 million shall have traded on Nasdaq. As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares.

Table of Contents 1617 Financial Statement Index

AsOn ofSeptember ~~March 31~~15, 2023, we ~~estimated~~and Ionic entered into a letter agreement (the ~~obligation~~“September to2023 ~~issue~~Letter Agreement”) which amends the Amended ELOC Purchase Agreement, as previously amended on January 5, 2023. Under the September 2023 Letter Agreement, ~~Shares~~which atrepeated ~~approximately~~changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $020.20 million., Aswhich total aggregate amount shall be reduced by the aggregate amount of ~~June~~previous 30Exemption Purchase Notices, ~~2023~~(ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, we(iii) ~~had~~amend ~~issued~~the ~~all~~definition of the ~~200~~specified measurement period to stipulate that,~~715~~ ~~Letter~~for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement ~~Shares~~shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties would amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment was not made by September 29, 2023, the Additional Commitment Fee would be further increased to approximately $3.8 million.

On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement, as previously amended on January 5, 2023. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million.

On January 9, 2024, we and Ionic entered into an amendment (the “First Amendment”) to the Amended ELOC Purchase Agreement. Under the First Amendment, the parties agreed, among other things, (i) to clarify that the Floor Price per the agreement is $0.25, (ii) to amend the per share purchase price for purchases under a Regular Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) to increase the frequency at which we can submit purchase notices, within limits, and (iv) to amend section 11(c) of the ELOC Purchase Agreement to increase the Additional Commitment Fee from $500,000 to approximately $3.8 million.

On February 14, 2024, we and Ionic entered into a letter agreement (the “February 2024 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the February 2024 Letter Agreement, the parties agreed, among other things, (i) to redefine the definition of Principal Market to include markets in addition to the Nasdaq Capital Market and the OTC Bulletin Board, (ii) that Ionic will forbear from enforcing any noncompliance with the covenants in the Amended ELOC Purchase Agreement as a result of Remark’s delisting from Nasdaq and any related suspension of trading on Nasdaq, and (iii) to clarify that we can still issue Regular Purchase Notices despite the delisting from Nasdaq and any related suspension of trading on Nasdaq so long as the Principal Market is either the OTCQX, OTCQB, or OTCBB and each Regular Purchase does not exceed $500,000.

As of December 31, 2023, we estimated that an additional 10,876,635 shares would be issued in settlement of our obligation to issue common stock under the ELOC Advances, representing an obligation with an aggregate fair value of $5.4 million. During the ~~six~~nine months ended ~~June~~September 30, 2024, Ionic advanced to us a total of $4.8 million pursuant to the Amended ELOC Purchase Agreement. Upon issuance of the ELOC Advances during the ~~six~~nine months ended ~~June~~September 30, 2024, we initially estimated the obligations to issue common stock at approximately $7.8 million (resulting in a finance cost of $3.0 million in excess of the $4.8 million advance), or equivalent estimated issuable shares of 24,965,987. During the ~~six~~nine months ended ~~June~~September 30, 2024, we issued 1114,~~561~~841,~~216~~931 shares with a fair value of $2.03 million in partial settlement of ELOC Advances. As of ~~June~~September 30, 2024, we estimated that an additional ~~101~~110,~~193~~482,~~753~~841 shares with a fair value of $1211.58 million would be issued in settlement of our obligation to issue common stock under the ELOC Advances.

Table of Contents 1718 Financial Statement Index

Accounting for the Debentures and the ELOC

Using the guidance in ASC Topic 480, Distinguishing Liabilities from Equity, we evaluated the 2023 Debenture Purchase Agreement and its associated First 2023 Debenture, and the Amended ELOC Purchase Agreement and its associated ELOC Advances, and determined that all represented obligations that must or may be settled with a variable number of shares, the monetary value of which was based solely or predominantly on a fixed monetary amount known at inception. Using a Level 3 input, we estimated the number of shares of our common stock that we would have to issue for each obligation and multiplied the estimated number of shares by the closing market price of our common stock on the measurement date to determine the fair value of the obligation. We then recorded the amount of the initial obligation in excess of the purchase price as finance cost. We remeasure each obligation at every balance sheet date until all shares representing the obligation have been issued, with the change in the amount of the obligation being recorded as finance cost. The following table shows the changes in our obligations to issue common stock (dollars in thousands):

	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Issuance of shares	(10,321)		(2,318)		(12,639)
Change in measurement of liability	5,674		~~1,367~~995		76,~~041~~669
Balance at June 30, 2024	$	—	$	12,548	$	12,548
Balance at September 30, 2024	$	—	$	11,844	$	11,844
Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Issuance of shares	(16,271,989)		(14,841,931)		(31,113,920)
Change in estimated number of shares issuable	6,888,023		7689,~~912~~482,~~347~~150		8396,~~800,~~370,173
Balance at June 30, 2024	—		101,193,753		101,193,753
Balance at September 30, 2024	—		110,482,841		110,482,841

Table of Contents 1819 Financial Statement Index

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the ~~six~~nine months ended ~~June~~September 30, 2024:

	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		~~1,367~~995		76,~~041~~669
Total	$	5,674	$	4,~~398~~026	$	109,~~072~~700

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the ~~six~~nine months ended ~~June~~September 30, 2023:

	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	~~984~~3,483	35,~~174~~673
Change in measurement of liability	1,246		~~235~~658		(38)		(22)		31(805)		1,~~452~~039
Total	$	1,246	$	12,~~844~~267	$	294	$	227	$	12,~~015~~678	$	46,~~626~~712

NOTE 13. COMMITMENTS AND CONTINGENCIES

At ~~June~~September 30, 2024, we had no material commitments outside the normal course of business.

Contingencies

As of ~~June~~September 30, 2024, we were neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us and, therefore, we have not accrued any contingent liabilities.

NOTE 14. STOCKHOLDERS' DEFICIT

Equity Issuances

During the ~~six~~nine months ended ~~June~~September 30, 2024, we issued a total of 2731,~~833~~113,~~205~~920 shares with a fair value of $12.36 million to Ionic in full settlement of the convertible debentures we issued to them or in full or partial settlement of ELOC Advances and ~~convertible debentures~~ pursuant to ~~transactions~~our agreements with Ionic (see Note 12), and 488,193 shares with a fair value of $0.1 million to Mudrick pursuant to conversion notices related to the Secured Convertible Debentures (see Note 10).

Table of Contents 1920 Financial Statement Index

Warrants

The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted:

	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	1,007,441	$	39.90	2.7	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	—	—
Outstanding at June 30, 2024	1,007,441	$	39.90	2.2	$	—
Outstanding at September 30, 2024	1,007,441	$	39.90	1.7	$	—

Share-Based Compensation

We are authorized to issue equity-based awards under our 2014 Incentive Plan, our 2017 Incentive Plan and our 2022 Incentive Plan, each of which our stockholders have approved. We ~~also award cash bonuses (“China Cash Bonuses”) to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. We~~ grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to ~~our~~plan ~~officers~~participants ~~and employees~~ with exercise prices equal to or greater than the fair value of the underlying shares on the grant date.

Stock options ~~and China Cash Bonuses~~ generally expire 10 years from the grant date. All forms of equity awards ~~and China Cash Bonuses~~ vest upon the passage of time, the attainment of performance criteria, or both. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from authorized shares reserved for such purpose or from new authorized and unallocated shares available at the time of exercise.

The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted:

	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	1,618,851	$	30.31	4.5	$	1
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(~~100~~101,~~773~~940)	57.37
Outstanding at June 30, 2024	1,518,078	$	28.52	4.2	$	—
Outstanding at September 30, 2024	1,516,911	$	28.54	3.7	$	—
Exercisable at December 31, 2023	1,598,754	30.67		4.4	$	—
Exercisable at June 30, 2024	1,500,747	28.82		4.1	$	—
Exercisable at September 30, 2024	1,500,747	28.84		3.7	$	—

Table of Contents 2021 Financial Statement Index

The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted:

	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023	56,750	$	30.86	5.1	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(13,000)	13.39
Outstanding at June 30, 2024	43,750	$	30.86	4.6	$	—
Exercisable at December 31, 2023	56,750	30.86		5.1	$	—
Exercisable at June 30, 2024	43,750	30.86		4.6	$	—

The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands):

	Six Months Ended June 30,		Year Ended December 31,
	2024		2023
Balance at beginning of period	$	11	$	32
Share-based compensation expense related to China Cash Bonuses	(9)		(21)
Balance at end of period	$	2	$	11

The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands):

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024		2023
Stock options	$	15	$	~~156~~32
China Cash Bonuses	(9)		(318)
Total	$	6	$	~~153~~14

We record share-based compensation expense in the books of the subsidiary that incurs the expense, while for equity-classified stock options we record the change in additional paid-in capital on the corporate entity because the corporate entity’s equity underlies such stock options.

NOTE 15. RELATED PARTY TRANSACTIONS

As of ~~June~~September 30, 2024 and December 31, 2023, we owed approximately $1.05 million and $1.6 million, respectively, to members of management representing various operating expense payments made on our behalf. The amounts due are unsecured and non-interest-bearing, with no formal terms of repayment.

~~Table~~During August 2024, we entered into a short-term, non-interest bearing, unsecured promissory note with a related party in the principal amount of ~~Contents~~$0.3 million 21in ~~Financial~~exchange ~~Statement~~for ~~Index~~cash.

NOTE 16. CHINA BUSINESS PARTNER

We interact with an unrelated entity (the “China Business Partner”) in more than one capacity. Firstly, ~~since~~in ~~2020,~~previous years we ~~have~~worked ~~been working~~ with the China Business Partner to earn revenue by obtaining business from some of the largest companies in China. Secondly, our artificial intelligence business in the U.S. has purchased substantially all of its inventory from a subsidiary of the China Business Partner which manufactures certain equipment to our specifications. Though we did not make any such inventory purchases during the ~~six~~nine months ended ~~June~~September 30, 2024, we did purchase software for internal use from the China Business Partner totaling approximately $0.37 million. In addition, a member of our senior leadership team maintains a role in the senior management structure of the China Business Partner.

During the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, we recognized no or de minimis amounts of revenue from the relationship with the China Business Partner. At ~~June~~September 30, 2024 and December 31, 2023, in addition to the outstanding accounts receivable balances from the China Business Partner described in Note 5, we had outstanding accounts payable to the China Business Partner of $0.7 million and $0.7 million, respectively.

NOTE 17. SUBSEQUENT EVENTS

~~Mudrick~~Issuances ~~Agreement~~of Common and Preferred Stock

OnFrom ~~August~~October 51, 2024, wethrough ~~entered~~January 08, ~~into~~2025, anwe ~~Exchange~~issued ~~Agreement~~a ~~(the~~total ~~“Exchange~~of ~~Agreement”) with Mudrick Capital Management~~5, ~~L.P.~~950,503 onshares ~~behalf~~ of ~~itself~~our ~~and~~common ~~the~~stock ~~holders~~to ~~(the~~Ionic ~~“Investors”) of 2023 Mudrick Notes~~ in anpartial ~~aggregate~~settlement ~~principal amount~~ of ~~approximately~~ELOC ~~$16.3~~Advances, ~~million (the “Original Principal”) pursuant to which the Investors~~ and ~~we exchanged the 2023 Mudrick Notes for newly-issued~~2,060,584 ~~secured~~shares ~~convertible~~of ~~debentures~~our ~~issued~~common bystock usto ~~(the~~Mudrick ~~“Secured Convertible Debentures”)~~ in ansettlement ~~aggregate~~of ~~principal~~$0.2 million ~~amount equal to the sum~~ of the ~~Original~~Secured ~~Principal~~Convertible ~~and accrued and unpaid interest on the Original Principal in the aggregate amount of approximately $3~~Debentures.~~7 million.~~

~~The~~On ~~Secured~~October ~~Convertible~~31, ~~Debentures mature on May 15~~2024, ~~2025~~we ~~and~~filed ~~bear interest at~~ a ~~rate~~Certificate of ~~20.5%~~Designations ~~per~~with ~~annum, and~~ the ~~interest~~Secretary ~~is payable in kind by our issuance to the Investors~~ of ~~shares~~State of ~~our~~Delaware ~~common~~designating ~~stock as described below. The Secured Convertible Debentures are convertible, at~~ the ~~option of the Investors~~rights, atpreferences ~~any time, into such number of shares of our common stock equal to the principal amount of the Secured Convertible Debentures converted plus all accrued~~ and ~~unpaid~~limitations ~~interest on such principal amount at a conversion price equal the closing price~~ of ~~our common stock on the trading day immediately preceding the conversion date, subject to~~ a ~~floor~~new ~~price~~series of ~~$0.10,~~preferred ~~subject to (i) equitable adjustments resulting from any~~ stock ~~splits,~~with ~~stock dividends~~150,000 ~~recapitalizations or similar events and (ii) the availability of authorized~~ shares ofdesignated ~~common~~as ~~stock~~Series ~~which~~A ~~can~~Redeemable beVoting ~~reserved~~Preferred ~~for~~Stock (the ~~purpose~~“Series ofA ~~such~~Preferred ~~conversion~~Stock”).

In no event will the Investors be entitled to convert any portion of the Secured Convertible Debentures in excess of that portion which would result in beneficial ownership by it and its affiliates of more than 9.99% of the outstanding shares of common stock, unless such Investors deliver to us written notice at least sixty-one (61) days prior to the effective date of such notice that the provision be adjusted to 9.99%. The Secured Convertible Debentures provide that neither the Investors nor any affiliate may sell or otherwise transfer, directly or indirectly on any trading day any shares of our common stock an amount representing more than 10.0% of the trading volume of the common stock.

In addition, we can redeem the Secured Convertible Debentures at a redemption price equal to 100% of the sum of the principal amount of the Secured Convertible Debentures to be redeemed plus accrued interest, if any.

Upon the occurrence of events of default specified in the Secured Convertible Debentures, including the failure to pay the outstanding principal amount of the Secured Convertible Debentures and all accrued and unpaid interest thereon when due, the breach of the terms of the Exchange Agreement, the Secured Convertible Debentures or the Security Agreement (as defined below), the breach of Remark’s or the Guarantors (as defined below) representations and warranties in the Exchanges Agreement, the Secured Convertible Debentures or the Security Agreement, certain bankruptcy events with respect to Remark or the Guarantors, the failure to pay amounts due and payable under any indebtedness of Remark or a Guarantor in an amount in excess of $100,000 or a final judgment is entered against Remark or a Guarantor in an aggregate amount in excess of $100,000, all amounts owed under the Secured Convertible Debenture, together with default interest at 22.5% per annum, shall then become due and payable. In addition, the Collateral Agent (as defined below) shall have the right to exercise remedies set forth in the Security Agreement.


Table of Contents			22			Financial Statement Index

~~pursuant~~The toSeries aA ~~Guaranty~~Certificate ~~and Security Agreement dated as~~ of ~~August~~Designations 5,contains ~~2024 (~~the ~~“Security~~following ~~Agreement”),~~significant ~~by and among us, as the Guarantors, the Investors and Argent Institutional Trust Company (the “Collateral Agent”).~~provisions:

~~Ionic~~•Dividends. ~~Transactions~~The holder(s) of shares of the Series A Preferred Stock are not entitled to dividends of any kind.

~~During~~•Liquidation ~~August~~Preference. ~~2024~~In the event of any voluntary or involuntary liquidation, wedissolution ~~issued~~or awinding ~~total~~up of 1the Corporation,~~080,000~~ the holder(s) of shares of Series A Preferred Stock will be entitled to ~~Ionic~~be inpaid ~~partial~~out ~~settlement~~of the assets the Corporation has legally available for distribution to its stockholders, with respect to the distribution of ~~ELOC~~assets ~~Advances~~upon liquidation, dissolution or winding up (collectively, a “Liquidation Event”), a liquidation preference of $0.001 per share, before any distribution of assets is made to holders of the Corporation’s common stock or any other class or series of the Corporation’s capital stock that it may issue that ranks junior to the Series A Preferred Stock as to liquidation rights. The Corporation’s Series B Preferred Stock has priority over the Series A Preferred Stock with respect to distributions upon a Liquidation Event.

•Redemption. We will automatically redeem Series A Preferred Stock on the date that is 270 days after the day that the Corporation issues such shares of Series A Preferred Stock (the “Mandatory Redemption Date”). At any time prior to the Mandatory Redemption Date, we may, at our option, redeem the Series A Preferred Stock by providing written notice of not fewer than two days prior to such redemption.

•No Conversion Rights. The Series A Preferred Stock is not convertible into our common stock.

•Voting Rights. Holders of the Series A Preferred Stock shall be entitled to vote at meetings of the Corporation’s stockholders only on the following matters: (i) the election of directors to serve until the following annual meeting (the “Directors Proposal”), ii) the ratification of the Company’s independent registered public accounting firm (the “Auditor Proposal”), (iii) a proposal to approve the redomestication of the Corporation from the State of Delaware to the State of Nevada (the “Redomestication Proposal”), (iv) a proposal to approve an amendment to the Corporation’s 2022 Incentive Plan (the “Equity Plan Proposal”) to increase the number of shares reserved under the 2022 Incentive Plan, and (v) a proposal to increase the number of authorized shares of the Corporation’s common stock (the “Authorized Share Proposal”, and collectively with the Directors Proposal, the Auditor Proposal, the Reincorporation Proposal and the Equity Plan Proposal, the “Voting Proposals”, and each individually a “Voting Proposal”). Each share of Series A Preferred Stock shall be entitled to one thousand (1,000) votes on each Voting Proposal. Except as otherwise required by law, the holder(s) of Series A Preferred Stock shall vote together as a single class with holders of Common Stock.

•No Preemptive Rights. The holders of the Series A Preferred Stock will not have any preemptive rights to purchase or subscribe to our common stock or any other security.

Also on October 31, 2024, we entered into a stock purchase agreement pursuant to which we issued the 150,000 shares of our Series A Preferred Stock (the “Series A Preferred Stock”) to our Chief Executive Officer, Kai-Shing Tao.


Table of Contents			23			Financial Statement Index

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read our discussion and analysis of our financial condition and results of operations for the three months ended ~~June~~September 30, 2024 in conjunction with our condensed consolidated financial statements and notes thereto set forth in Part I, Item 1 of this Form 10-Q. Such discussion and analysis includes forward-looking statements that involve risks and uncertainties and that are not historical facts, including statements about our beliefs and expectations. You should also read Business, Risk Factors and Special Note Regarding Forward-Looking Statements in this Form 10-Q.

OVERVIEW

We are a diversified global technology business with leading AI and data-analytics, as well as a portfolio of digital media properties.

OUR BUSINESS

We ~~generate~~are a diversified global technology business with leading AI and data-analytics that generates revenue by using the proprietary data and AI software platform we developed to deliver AI-based computer vision products, computing devices and software-as-a-service solutions for businesses in many industries. We continue to partner with top universities on research projects targeting algorithm, artificial neural network and computing architectures which we believe will keep us among the leaders in technology development.

The primary focus of our business is promoting and facilitating the safety of our customers and their customers through our Smart Safety Platform (the “SSP”). The SSP, having won numerous industry and government benchmark tests for accuracy and speed, is a leading software solution for using computer vision to detect persons, objects and behavior in video feeds. Real-time alerts from the SSP allow operations staff to respond rapidly to prevent any events or activities that can endanger public security or workplace safety.

We deploy the SSP to integrate with each customer’s IT infrastructure, including, in many cases, cameras already in place at the customer’s location(s). When necessary, we also sell and deploy hardware to create or supplement the customer’s monitoring capabilities. Such hardware includes, among other items, cameras, edge computing devices and/or our Smart Sentry units. The Smart Sentry is a large mobile camera unit with a telescoping mast on which a high-quality camera is mounted. Based upon customer needs, the camera may have either standard vision and/or thermal vision capability. The camera works in conjunction with an edge computing device that is also mounted to the unit. The Smart Sentry is an example of how we incorporate the SSP in modern IT architectural concepts, including edge computing and micro-service architectures. Edge computing, for example, allows the SSP to conduct expensive computing tasks at distributed locations without requiring large data transmission over the internet, thereby dramatically reducing costs while integrating numerous and varied sensors at distributed locations.

We customize and sell our innovative AI-based computer vision products and solutions, including the SSP, to customers in the retail, construction, public safety, workplace safety and public sector markets. We have also developed versions of our solutions for application in the transportation and energy markets.

Table of Contents 24 Financial Statement Index

Overall Business Outlook

Two primary factors have been affecting our business in recent quarters and occupying our focus as we plan for the future. We began 2023 having to deal with the slow economic recovery in China as municipalities and businesses there tried to return to fully-normalized operations following strict preventative measures related to the COVID-19 pandemic. As 2023 progressed, the rising political tensions between the U.S. and China reached a point that such tensions also negatively impacted our ability to complete projects in China on a similar pace as we had previously done by making it somewhat more difficult for an American company in the newer but rapidly-developing AI space to overcome politically-based perceptions and do business in China. Though we remain optimistic that political tensions between the U.S. and China will begin to relax, we expect that we may continue to face difficult-to-predict operating results in China for approximately the next 12 months. As a result, we began reducing staffing levels at our China subsidiaries early in the fourth quarter of 2023, such that we can still continue working with existing clients with our smaller footprint while saving on operating costs until such time as the political tensions ease and the business environment for American companies in the AI space in China becomes more conducive to again expand operations.

While we will continue to work with customers in China in the future as capital resources and the geopolitical environment permit, we have been ~~responding to the pandemic-related challenges and political tensions by~~ looking for opportunities to expand our business in the Asia-Pacific region outside of China, where we believe there still are fast-growth AI market opportunities for our solutions, as well as by spending increasing amounts of effort developing business opportunities in the United States, the U.K., and in Central and South America, where we see demand for AI products and solutions in the workplace, government and public safety markets. ~~For~~We ~~example,~~expect ~~during~~our ~~the~~business ~~first~~outside ~~quarter~~ of ~~2024,~~China weover ~~won a contract with a large school district in~~ the ~~U.S.~~next ~~During~~year ~~2023,~~will wegrow ~~began~~to ~~sales in~~ the ~~U.K.~~point ~~and~~where ~~Brazil,~~any ~~and~~business we ~~successfully~~earn ~~signed~~from ~~initial~~China ~~contracts~~will tonot ~~assist~~be ~~expansion~~a significant portion of our ~~sales~~overall ~~into~~business ~~Colombia, Malaysia,~~ and ~~India. Given the lack in those three respective countries and in Brazil of AI companies specializing in computer vision,~~ we ~~believe~~will wemaintain ~~have~~minimal aoperations ~~first-mover~~related ~~advantage with regard~~ to ~~targeting the same industries that we have successfully targeted in~~ China ~~and which we have targeted in the U~~.S. and U.K. In addition, we anticipate expanding sales into the Middle East during the second half of 2024, which expansion we do not believe will be affected by the current geopolitical situation in that region.


Table of Contents			24			Financial Statement Index

In conjunction with the geographic diversification of our business, we believe we can more rapidly and more efficiently develop and increase our market presence in the various industries that we have identified as being most important by establishing business relationships with channel partners and larger players that can assist us with our sales efforts. To that end, we have been discussing such relationship possibilities with large, established players in the information technology and burgeoning AI space which could provide us with access to their respective online marketplaces and other sales channels as well.

Despite our efforts, pandemics of any type and any resulting preventative measures, as well as economic and geopolitical conditions in some international regions, could affect our business and we cannot be sure what the ultimate effects will be. We will continue to pursue geographic diversification, but anticipating when, or if, we can close on the opportunities in front of us is difficult. In addition, we may face a large number of well-known competitors which would make deploying our software solutions in the market segments we have identified difficult.

Inflation and Supply Chain

Other than the impact of inflation on the general economy, we do not believe that inflation has had a material effect on our operations to date. However, there is a risk that our operating costs could be subject to inflationary pressures in the future, which would have the effect of increasing our operating costs and cause additional stress on our working capital resources.

The high level of political tension described above has affected our ability to work with certain vendors in a timely manner. Though we have been able to complete contracts with our customers in China, such political tension has caused delays in the speed at which we can work with certain vendors to deploy our services and complete contracts in China. Also, as we work to increase our sales of computer-vision products and services in the U.S., Europe and South America and thereby geographically diversify our business, we could be subjected to the risk of supply chain disruptions with regard to high-technology products such as servers and related equipment that we use to train our AI software algorithms and which we plan to sell to customers to support operation of our computer-vision products and services.

Table of Contents 25 Financial Statement Index

Business Developments During 2024

As described above, the high level of political tension between the U.S. and China, as well as reducing our staff in China, has made it difficult for us to complete significant projects in China as we did in prior periods. At the same time, we continued building our business outside of China, having success with a large school district in the U.S. ~~We expect additional orders from the large school district in the coming months.~~

The following table presents our revenue categories as a percentage of total consolidated revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023.

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
AI-based products and services	~~100~~73	%	9895	%	~~100~~98	%	96	%
Advertising and other	—27	%	25	%	—2	%	4	%

CRITICAL ACCOUNTING ESTIMATES

During the ~~six~~nine months ended ~~June~~September 30, 2024, we made no material changes to our critical accounting estimates as we disclosed them in Part II, Item 7 of our 2023 Form 10-K, except as described below.


Table of Contents			25			Financial Statement Index

Evaluating Indefinite-Lived Intangible Assets for Impairment

At least annually, we qualitatively assess indefinite-lived intangible assets, such as deferred cost of revenue, to determine whether it is more likely than not that such assets are impaired. If we determine that such assets are, more likely than not, impaired, we compare the fair value of such assets to their carrying value to determine the amount of impairment.

~~The~~Lengthy ~~balance~~COVID-19 ofrelated ~~deferred~~lockdowns ~~cost~~that ofoccurred ~~revenue~~in asvarious ofregions ~~June~~in ~~30,~~China ~~2024~~during ~~can~~2022 bewere ~~fully recovered, given that~~ the ~~vendors~~initial ~~are~~cause ~~able~~of todelays ~~perform~~in ~~the~~completing ~~installations,~~projects ~~but~~for ~~completing~~which ~~the~~we ~~projects~~had paid in ~~China~~advance. ~~and~~A ~~fully~~slow ~~recovering~~recovery ~~the~~from ~~deferred~~such ~~cost~~lockdowns ofin ~~revenue~~addition ~~balance~~to ~~will~~increased ~~require~~political ~~additional~~tensions ~~capital~~between ~~resources~~the U.S. ~~While~~and weChina ~~have~~led ~~turned~~to our ~~focus~~decision to ~~expanding~~reduce ~~our~~staff ~~business~~in ~~outside~~China, all of ~~China,~~which wehas ~~will~~made ~~continue~~progress ~~working~~in tocompleting ~~complete~~projects slow. Completing the projects in China, ~~though~~and wefully ~~may~~recovering ~~have to impair~~ the ~~asset~~deferred incost ~~future~~of ~~periods~~revenue tobalance ~~the~~will ~~extent~~require ~~our~~additional capital resources. ~~are~~Given ~~not~~the ~~sufficient~~ongoing topolitical ~~complete~~tensions ~~all~~and ~~such projects. Given~~ that we have limited capital resources for China, factors which ~~could~~have ~~cause~~caused ~~further~~uncertainty ~~delays~~regarding inwhen ~~completing~~or whether we can complete the projects associated with the deferred cost of revenue, we ~~have~~recorded ~~reclassified~~a ~~the~~full ~~balance~~impairment of ~~deferred~~$6.5 million ~~cost~~during ofthe ~~revenue~~period asended aSeptember ~~long-term asset as of June~~ 30, 2024.

RESULTS OF OPERATIONS

The following tables summarize our operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2024, and the discussion following the table explains material changes in such operating results compared to the three and ~~six~~nine months ended ~~June~~September 30, 2023.


(dollars in thousands)	Three Months Ended September 30,				Change
	2024		2023		Dollars		Percentage
Revenue	$	320	$	183	$	137	75	%

Cost of revenue	107		254		(147)		(58)	%
Sales and marketing	281		340		(59)		(17)	%
Technology and development	698		768		(70)		(9)	%
General and administrative	2,763		2,843		(80)		(3)	%
Depreciation and amortization	53		107		(54)		(50)	%
Impairments	6,463		—		6,463
Total cost and expense	10,365		4,312

Interest expense	(376)		(949)		573		(60)	%
Finance cost related to obligations to issue common stock	809		(2,086)		2,895		(139)	%


Other gain (loss), net	(2)		(8)		6		(75)	%

Net loss	(9,614)		(7,172)		(2,442)		34	%


Table of Contents			26			Financial Statement Index

(dollars in thousands)

~~Three~~Nine Months Ended ~~June~~September 30, 2024

Change

2024

2023

Dollars

Percentage

Revenue

34,~~699~~406

34,~~167~~176

~~532~~230

176

Cost of revenue

23,~~925~~382

23,~~511~~220

~~414~~162

165

Sales and marketing

~~269~~850

~~387~~1,093

(~~118~~243)

(3022)

Technology and development

~~366~~1,410

~~567~~1,504

(~~201~~94)

(356)

General and administrative

39,~~294~~080

38,~~244~~920

50160

Depreciation and amortization

58175

25178

33(3)

~~132~~(2)

Impairments

—6,624

392

~~(392)~~6,232

~~(100)~~1,590

Total cost and expense

621,~~912~~521

715,~~126~~307

Interest expense

(~~961~~2,280)

(~~858~~3,351)

~~(103)~~1,071

12(32)

Finance cost related to obligations to issue common stock

(~~925~~9,263)

(16,~~050~~712)

~~125~~(2,551)

~~(12)~~38

Other gain (loss), net

(~~160~~6)

(714)

~~(153)~~8

~~2,186~~(57)

Net loss

(528,~~259~~664)

(521,~~874~~208)

~~615~~(7,456)

~~(10)~~35

(dollars in thousands)	Six Months Ended June 30, 2024				Change
	2024		2023		Dollars		Percentage
Revenue	$	4,086	$	3,993	$	93	2	%
Cost of revenue	3,275		2,966		309		10	%
Sales and marketing	569		753		(184)		(24)	%
Technology and development	712		736		(24)		(3)	%
General and administrative	6,317		6,077		240		4	%
Depreciation and amortization	122		71		51		72	%
Impairments	—		392		(392)		(100)	%
Total cost and expense	10,995		10,995
Interest expense	(1,904)		(2,402)		498		(21)	%
Finance cost related to obligations to issue common stock	(10,072)		(4,626)		(5,446)		118	%
Other gain (loss), net	(165)		(6)		(159)		2,650	%
Net loss	(19,050)		(14,036)		(5,014)		36	%

Revenue and Cost of Revenue. During the nine months ended September 30, 2024, the reduction of staff in China and a refocusing of efforts outside of China caused a $3.4 million reduction in revenue that almost entirely offset the $3.7 million increase in revenue in the U.S. that resulted from our completion of the school district project. Cost of sales increased in relation to the change in revenue.

~~Revenue~~Technology and ~~Cost of Revenue~~Development. During the three months ended ~~June~~September 30, 2024, ~~our~~a ~~reduction~~decrease of ~~staff~~approximately in$0.5 ~~China~~million ~~and~~in ~~refocusing~~payroll-related ofexpense ~~efforts~~resulted ~~outside of China prevented us~~ from ~~completing any significant projects. Our efforts to expand~~ our ~~business~~reduction ~~outside of China led to our completion of a project for a large school district~~ in ~~the~~staff ~~U.S., resulting~~ in our ~~recognition~~China ofoperations ~~approximately~~which ~~$3.7~~was ~~million~~mostly ~~of revenue. The decrease in revenue from China partially~~ offset ~~almost~~by ~~all~~an ~~the~~increase ~~revenue recognized~~ in ~~the~~consulting ~~U.S.,~~expense ~~resulting in the increase~~ of approximately $0.54 million. ~~Cost of sales increased in relation to the change in revenue.~~

During the nine months ended September 30, 2024, a decrease of approximately $1.0 million in payroll-related expense resulted from our reduction in staff in our China operations. During the nine months ended September 30, 2023, we received a refundable tax credit of approximately $0.5 million from the government of the United Kingdom resulting from our research and development activities in its jurisdiction and reported such amount as an offset to expense. During the nine months ended September 30, 2024, we did not receive such tax credit. The difference in timing of the research and development tax credit plus an increase in consulting expense of approximately $0.4 million offset the decrease in payroll-related expense.

General and administrative. During the three months ended September 30, 2024, our payroll and related expense decreased by $0.2 million and we experienced a $0.3 million decrease in legal expenses. The decreases were partially offset as we increased our estimate of current expected credit losses by $0.4 million.

During the nine months ended September 30, 2024, we increased our estimate of current expected credit losses by $0.5 million, and we experienced an increase of approximately $0.5 million in certain expenses related to business development, as well as other individually immaterial increases in other expenses that were not indicative of trends in our business. The increases were partially offset by a $0.4 million decrease in payroll and related expense as well as stock-based compensation, a $0.4 million decrease in legal expenses and a $0.3 million decrease in franchise taxes resulting from a change in estimate.

Impairments. During the three months ended September 30, 2024, we determined that reducing our China operations to a minimal level as a result of the slow economic recovery in China and the political tensions between the U.S. and China and the limited capital resources available to our China operations resulted in the need to impair the Deferred cost of revenue asset associated with pending projects in China, resulting in an expense of $6.5 million. During the nine months ended September 30, 2023, we determined that certain costs that we had capitalized to software development in progress would no longer be


Table of Contents			27

~~During~~recoverable ~~the six months ended June 30, 2024, the lack of project completions that resulted from the reduction of staff in China~~ and awe ~~refocusing~~recorded ofan ~~efforts~~impairment ~~outside~~ of ~~China~~approximately ~~caused a reduction in revenue that almost entirely offset the increase in revenue in the U~~$0.S2 million. ~~that~~Also, ~~resulted~~we ~~from~~recorded ~~our~~an ~~completion~~impairment of ~~the~~approximately ~~school district project~~$0.2 million ~~Cost~~related ofto ~~sales~~certain ~~increased~~prepaid inexpense ~~relation~~amounts towhich ~~the~~were ~~change~~deemed ~~in revenue~~unrecoverable.

~~Technology~~Interest ~~and~~expense. ~~Development~~Because we record the Secured Convertible Debentures at fair value at each balance sheet date, the changes in the fair value of that liability are recorded in Interest expense in our Statement of Operations. During the three months ended ~~June~~September 30, 2024, the price of our stock increased between the inception of the Secured Convertible Debentures and September 30, 2024, resulting in a ~~decrease~~reduction of approximately $0.25 million in ~~payroll-related~~the ~~expense~~liability ~~resulted~~associated ~~from~~with ~~our~~the Secured Convertible Debentures. The reduction in ~~staff~~the Secured Convertible Debentures liability, combined with three months of interest pursuant to the 2023 Mudrick Notes during the three months ended September 30, 2023 versus approximately one month of interest pursuant to the 2023 Mudrick Notes during the three months ended September 30, 2024, resulted in ~~our~~the ~~China~~decrease ~~operations.~~in interest expense.

~~During~~Interest expense decreased during the ~~six~~nine months ended ~~June~~September 30, 2024, adue ~~decrease~~to ofthe ~~approximately~~decrease ~~$0.5 million~~ in ~~payroll-related~~the ~~expense~~Secured ~~resulted~~Convertible ~~from~~Debentures ~~our~~liability ~~reduction~~and inbecause ~~staff~~the insame ~~our~~period ~~China~~of ~~operations. During~~ the ~~six~~prior ~~months~~year ~~ended~~included ~~June~~an ~~30,~~extension ~~2023,~~fee ~~we received a refundable tax credit~~ of approximately $0.58 million ~~from~~we ~~the~~recorded ~~government~~in ofrelation ~~the~~to ~~United Kingdom resulting from~~ our ~~research~~entry ~~and~~on ~~development~~March ~~activities~~14, in2023 ~~its~~into ~~jurisdiction~~the ~~and~~2023 ~~reported~~Mudrick ~~such~~Loan ~~amount~~Agreement, asalong anwith ~~offset to expense. During~~ the ~~six~~Original ~~months~~Mudrick ~~ended~~Loan ~~June 30~~Agreements, ~~2024,~~described wein ~~did~~Note ~~not~~10 ~~receive such tax credit. The difference~~ in ~~timing of~~ the ~~research~~Notes ~~and~~to ~~development~~Unaudited ~~tax~~Condensed ~~credit~~Consolidated ~~resulted~~Financial inStatements anincluded ~~increase~~ in ~~expense~~this ~~that~~Form ~~almost entirely offset the decrease in payroll~~10-~~related expense~~Q.

~~General~~Finance ~~and~~Cost ~~administrative~~Related to Obligations to Issue Common Stock. ~~During~~The finance cost during the ~~six~~nine months ended ~~June~~September 30, 2024, anresulted ~~increase~~from the establishment and remeasurement of ~~approximately~~the ~~$0.3~~liability ~~million~~associated inwith ~~certain~~the ~~expenses~~Secured ~~related~~Convertible toDebentures ~~business~~issued ~~development~~to Mudrick and ~~other~~the ~~individually~~obligations ~~immaterial~~to ~~increases~~issue inour ~~other~~common ~~expenses~~stock that ~~were~~we ~~not~~incurred ~~indicative~~in ofrelation ~~trends~~to inthe ~~our~~ELOC ~~business~~Advances ~~was~~we ~~partially~~received ~~offset~~from byIonic, aall ~~$0.2~~of ~~million~~which ~~decrease~~is indescribed, ~~franchise~~respectively, ~~taxes~~in ~~resulting~~Note ~~from~~10 aand ~~change~~Note 12 in ~~estimate,~~the asNotes ~~well~~to asUnaudited byCondensed ~~other~~Consolidated ~~individually~~Financial ~~immaterial~~Statements ~~decreases~~included in ~~other~~this ~~expenses~~Form ~~that~~10-Q. ~~were~~We ~~not~~had ~~indicative~~more ofELOC ~~trends~~Advances inoutstanding ~~our~~during ~~business~~the nine months ended September 30, 2024 than during the same period of the prior year.

Impairments. During the three months ended June 30, 2023, we determined that certain costs that we had capitalized to software development in progress would no longer be recoverable and we recorded an impairment of approximately $0.2 million. Also, we recorded an impairment of approximately $0.2 million related to certain prepaid expense amounts which were deemed unrecoverable. No such impairments were recorded during the three or six months ended June 30, 2024.

Interest expense. Interest expense decreased during the six months ended June 30, 2024 because the same period of the prior year included an extension fee of approximately $0.8 million we recorded in relation to our entry on March 14, 2023 into the 2023 Mudrick Loan Agreement, along with the Original Mudrick Loan Agreements, described in Note 10 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q. The increase related to the extension fee was partially offset by an increase in the interest rate related to the 2023 Mudrick Loan Agreement as a result of us not making certain payments of principal when due.

Finance Cost Related to Obligations to Issue Common Stock. The finance cost during the six months ended June 30, 2024 resulted from the establishment and remeasurement of obligations to issue our common stock that we incurred in relation to the ELOC Advances we received from Ionic, all of which is described in Note 12 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q. We had more ELOC Advances outstanding during the six months ended June 30, 2024 than during the same period of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Going Concern

During the ~~six~~nine months ended ~~June~~September 30, 2024, and in each fiscal year since our inception, we have incurred net losses which have resulted in ana ~~accumulated~~stockholders’ deficit of $~~(436~~55.7)6 million ~~within stockholders’ deficit~~ as of ~~June~~September 30, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $67.10 million during the ~~six~~nine months ended ~~June~~September 30, 2024, our cash balance was less than $0.41 million as of ~~June~~September 30, 2024. Also, we have accrued approximately $1.4 million of delinquent payroll taxes. As of the date of this Form 10-Q, we are also delinquent in the payment of approximately $0.1 million of lease payments related to our office space in Las Vegas and are actively negotiating a modified payment timeline with the landlord.

Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern.

We intend to fund our future operations and meet our financial obligations through revenue growth from our AI ~~offerings,~~and asdata ~~well~~analytics ~~as through sales of our thermal-imaging products~~offerings. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings.

~~Table~~Conditions in the debt and equity markets, as well as the volatility of ~~Contents~~investor 28sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital.

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of the COVID-19 pandemic, global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital.

A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans:

•develop and grow new product line(s)


Table of Contents			28

•obtain additional capital through equity issuances.

Mudrick Loans

On December 3, 2021, we entered into the Original Mudrick Loan Agreements pursuant to which we incurred the Original Mudrick Loans in the aggregate principal amount of $30.0 million. The Original Mudrick Loans initially bore interest at 16.5% per annum until the original maturity date of July 31, 2022 and, following an amendment we entered into with Mudrick in August 2022, bore interest at 18.5% per annum. The amendment also extended the maturity date of the Original Mudrick Loans from July 31, 2022 to October 31, 2022. However, we did not make the required repayment of the Original Mudrick Loans by October 31, 2022, which constituted an event of default under the Original Mudrick Loans and triggered an increase in the interest rate under the Original Mudrick Loans to 20.5%.

On March 14, 2023, we entered into the 2023 Mudrick Loan Agreement pursuant to which all of the Original Mudrick Loans were cancelled in exchange for the 2023 Mudrick Notes in the aggregate principal amount of approximately $16.3 million. The 2023 Mudrick Notes bore interest at a rate of 20.5% per annum, which ~~waas~~was payable on the last business day of each month commencing on May 31, 2023. The interest rate increased by 2% and the principal amount outstanding under the 2023 Mudrick Notes and any unpaid interest thereon could have become immediately due and payable upon the occurrence of any event of default under the 2023 Mudrick Loan Agreement. All amounts outstanding under the 2023 Mudrick Notes, including all accrued and unpaid interest, ~~will~~were be due and payable in full on October 31, 2023. See Note 10 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q for additional information regarding the 2023 Mudrick Notes.

To secure the payment and performance of the obligations under the Original Mudrick Loan Agreements and the 2023 Mudrick Loan Agreement, we, together with the Guarantors, granted to TMI Trust Company, as the collateral agent for the benefit of Mudrick, a first priority lien on, and security interest in, all assets of Remark and the Guarantors, subject to certain customary exceptions.

In connection with our entry into the Original Mudrick Loan Agreements, we paid to Mudrick an upfront fee equal to 5.0% of the amount of the Original Mudrick Loans, which amount was netted against the drawdown of the Original Mudrick Loans. We recorded the upfront fee as a debt discount of $1.5 million, and recorded debt issuance cost totaling $1.1 million. We amortized the discount on the Original Mudrick Loans and the debt issuance cost over the life of the Original Mudrick Loans and, during the year ended December 31, 2022, we amortized $2.2 million of such discount and debt issuance cost. In consideration for the amendment we entered into with Mudrick in August 2022, we paid Mudrick an amendment and extension fee in the amount of 2.0% of the then unpaid principal balance of the Original Mudrick Loans, which was approximately $0.3 million, by adding such amount to the principal balance of the Original Mudrick Loans.

On August 5, 2024, we entered into an Exchange Agreement (the “Exchange Agreement”) with Mudrick Capital Management, L.P., on behalf of itself and the holders (the “Investors”) of 2023 Mudrick Notes in an aggregate principal amount of approximately $16.3 million (the “Original Principal”) pursuant to which the Investors and we exchanged the 2023 Mudrick Notes for newly-issued, secured convertible debentures issued by us (the “Secured Convertible Debentures”) in an aggregate principal amount equal to the sum of the Original Principal and accrued and unpaid interest on the Original Principal in the aggregate amount of approximately $3.7 million.

Table of Contents 29

The Secured Convertible Debentures mature on May 15, 2025 and bear interest at a rate of 20.5% per annum, and the interest is payable in kind by our issuance to the Investors of shares of our common stock as described below. The Secured Convertible Debentures are convertible, at the option of the Investors, at any time, into such number of shares of our common stock equal to the principal amount of the Secured Convertible Debentures converted plus all accrued and unpaid interest on such principal amount at a conversion price equal the closing price of our common stock on the trading day immediately preceding the conversion date, subject to a floor price of $0.10, subject to (i) equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events and (ii) the availability of authorized shares of common stock which can be reserved for the purpose of such conversion.

In no event will the Investors be entitled to convert any portion of the Secured Convertible Debentures in excess of that portion which would result in beneficial ownership by it and its affiliates of more than 9.99% of the outstanding shares of common stock, unless such Investors deliver to us written notice at least sixty-one (61P61D) days prior to the effective date of such notice that the provision be adjusted to 9.99%. The Secured Convertible Debentures provide that neither the Investors nor any affiliate may sell or otherwise transfer, directly or indirectly on any trading day any shares of our common stock an amount representing more than 10.0% of the trading volume of the common stock.


Table of Contents			29

such notice that the provision be adjusted to 9.99%. The Secured Convertible Debentures provide that neither the Investors nor any affiliate may sell or otherwise transfer, directly or indirectly on any trading day any shares of our common stock an amount representing more than 10.0% of the trading volume of the common stock.

Obligations to Issue Common Stock

On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) with Ionic, pursuant to which we issued a convertible subordinated debenture in the original principal amount of $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million (See Note 12 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this report for additional detail).

In connection with the 2022 Debenture, on October 6, 2022, we also entered into a purchase agreement with Ionic (as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023; September 15, 2023; and February 14, 2024, and by the First Amendment dated January 9, 2024, the “Amended ELOC Purchase Agreement”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $0.5 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. (See Note 12, Note 14 and Note 17 in the Notes to Consolidated Financial Statements included in this report for additional detail).

On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the ELOC Purchase Agreement. Under the January 2023 Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of our common stock under the ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the ELOC Purchase Agreement to 90% of the average of the two lowest daily VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the ELOC Purchase Agreement. See Note 12 in the Notes to Consolidated Financial Statements included in this report for additional detail.

On March 14, 2023, we entered into another debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of $1.7 million for a purchase price of $1.5 million (the “First Debenture”), which was issued on March 14, 2023, and


Table of Contents			30

the ~~floor~~second ~~price~~debenture ~~below~~is ~~which~~in ~~Ionic~~the ~~will~~original ~~not~~principal beamount ~~required to buy any shares~~ of ~~our common stock under the ELOC Purchase Agreement from~~ $01.251 tomillion ~~$0.20,~~for ~~determined on~~ a ~~post-reverse split basis, (ii) amend the per share~~ purchase price ~~for~~of ~~purchases~~$1.0 ~~under~~million (the ~~ELOC~~“Second ~~Purchase~~Debenture” ~~Agreement~~and tocollectively ~~90%~~with of the ~~average~~First ofDebenture, the ~~two~~“2023 ~~lowest~~Debentures”). ~~daily~~The ~~VWAPs~~terms ~~over a specified measurement period, which will commence at the conclusion~~ of the ~~applicable~~2023 ~~measurement~~Debentures ~~period~~are ~~related~~further todescribed ~~the 2022 Debenture and (iii) waive certain requirements~~ in ~~the ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the ELOC Purchase Agreement. See~~ Note 12 in the Notes to Consolidated Financial Statements included in this report ~~for additional detail~~.

On ~~March~~September 1415, 2023, we and Ionic entered into ~~another~~a ~~debenture~~letter ~~purchase~~ agreement (the “September 2023 ~~Debenture~~Letter ~~Purchase~~ Agreement”) ~~with~~which ~~Ionic~~amends ~~pursuant~~the toAmended ~~which~~ELOC wePurchase ~~authorized~~Agreement. Under the ~~issuance~~September ~~and~~2023 ~~sale~~Letter ofAgreement, ~~two~~which ~~convertible~~repeated ~~subordinated~~changes ~~debentures~~made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the ~~aggregate~~parties ~~principal~~agreed, ~~amount~~among ofother ~~$2.8~~things, ~~million~~to ~~for~~(i) anallow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate ~~purchase~~amount ~~price~~not ofto exceed $220.5 0 million., ~~The~~which ~~first~~total ~~debenture~~aggregate isamount inshall ~~the~~be ~~original~~reduced ~~principal~~by the aggregate amount of ~~$1.7~~previous ~~million~~Exemption ~~for~~Purchase aNotices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of ~~$1.5~~the ~~million~~average (of the ~~“First~~two ~~Debenture~~lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, ~~which~~(iii) ~~was~~amend ~~issued~~the ondefinition ~~March~~of 14the specified measurement period to stipulate that, ~~2023~~for purposes of calculating the final purchase price, ~~and~~such measurement period begins the ~~second~~trading ~~debenture~~day isafter Ionic pays Remark the amount requested in the ~~original~~purchase ~~principal~~notice, ~~amount~~while the calculation of ~~$1.1~~the ~~million~~dollar ~~for~~volume aof ~~purchase~~Remark ~~price~~common stock traded on the principal market to determine the length of ~~$1.0~~the ~~million~~measurement (period shall begin on the ~~“Second~~trading ~~Debenture”~~day ~~and~~after ~~collectively~~the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the ~~First~~terms ~~Debenture,~~and provisions of the ~~“2023~~Purchase ~~Debentures”~~Agreement shall be subject to Ionic’s approval, v). ~~The~~to ~~terms~~amend section 11(c) of the ~~2023~~Amended ~~Debentures~~ELOC ~~are~~Purchase ~~further~~Agreement ~~described~~to inincrease ~~Note~~the 12Additional inCommitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the ~~Notes~~parties would amend the Debenture Transaction Documents to ~~Consolidated~~include ~~Financial~~a ~~Statements~~so-called ~~included~~Most inFavored ~~this~~Nation ~~report~~provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment was not made by September 29, 2023, the Additional Commitment Fee would be further increased to approximately $3.8 million.

On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million.

Cash Flows - Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, we used $02.90 million ~~more~~less cash in operating activities than we did during the same period of the prior year. The increase in cash used in operating activities is primarily the result of the timing of payments related to elements of working capital.

Table of Contents 31

Cash Flows - Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, we purchased approximately $0.6 million of software for internal use and other operating assets, while during the same period of 2023 investing activities were de minimis.


Table of Contents			31

Cash Flows - Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, we received approximately $1.69 million ~~more~~less from financing activities than we did during the same period of 2023. Ionic advanced us an aggregate of approximately $4.8 million during the ~~six~~nine months ended ~~June~~September 30, 2024, under the Amended ELOC Purchase Agreement for which we issued 2431,~~965~~113,~~987~~920 shares of our common stock and for which we expect to issue another estimated 48110,~~746~~482,~~999~~841 shares of our common stock, we received $2.8 million from an unrelated potential investor/creditor in advance of finalizing an agreement, and we also received $01.75 million of advances from senior management ~~representing~~and ~~various~~related ~~operating~~parties ~~expense payments~~ and repaid $1.35 million of advances from senior management. During the same period of 2023, we received $2.5 million from Ionic in exchange for the issuance of a convertible debenture, Ionic also advanced us an aggregate of $37.0 million, and we received $01.70 million of advances from senior management and repaid $01.81 million of advances from senior management ~~representing various operating expense payments made on our behalf~~.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

Please refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this report for a discussion regarding recently issued accounting pronouncements which may affect us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to provide reasonable assurance that the information we must disclose in reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. We designed our disclosure controls with the objective of ensuring we accumulate and communicate this information to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. During 2018, management identified material weaknesses related to the sufficiency of documentation of review and approval of manual journal entries. Specifically, we failed to retain documentary evidence that we had reviewed underlying information at a sufficient level of detail. As a result, we are unable to demonstrate our effective review prior to approval of manual journal entries. Management also identified a material weakness related to insufficient documentation of our consideration of appropriate revenue recognition criteria for certain contracts arising from our China operations. As a result, there is a risk that we could misapply the new revenue recognition guidance and improperly recognize revenue. During 2019, management identified a material weakness related to the valuation of its e-commerce inventory. Specifically, we failed to retain documentary evidence of all inventory purchases and our evaluation of the impact of discounted sales transactions on the valuation of our inventory was insufficient. As a result, there was a risk that we could fail to properly record our e-commerce inventory at the lower of cost or net realizable value.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial


Table of Contents			32

~~sales~~officer, ~~transactions~~concluded onthat, ~~the~~because ~~valuation~~ of ~~our~~the ~~inventory~~material ~~was~~weaknesses ~~insufficient.~~described Asabove aand ~~result,~~in ~~there~~our ~~was~~2023 aForm ~~risk~~10-K, ~~that~~our wedisclosure ~~could~~controls ~~fail~~and toprocedures ~~properly~~were ~~record~~not ~~our~~effective ~~e-commerce~~as ~~inventory at the lower~~ of ~~cost~~September or30, ~~net realizable value~~2024.

Remediation Efforts to Address the Material Weakness

We are committed to maintaining a strong internal control environment and will make remediation efforts to improve our controls. With the oversight of senior management, subsequent to December 31, 2018, a plan to remediate the underlying causes of the material weaknesses and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls was developed. Though the implementation of management’s plans to remediate the material weaknesses identified in 2018 and 2019 have been slowed by various factors, including the COVID-19 pandemic and working capital restrictions, their implementation is still ongoing; therefore, their effects were not fully mitigated as of ~~June~~September 30, 2024.

Changes in Internal Control over Financial Reporting

In our 2023 Form 10-K, we disclosed that management had determined that material weaknesses in our internal control over financial reporting (described above) existed. As of the date of this report, the implementation of the plan developed by management to remediate the underlying causes of the material weaknesses and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls continues, though we are near completing the implementation of a new ERP system that we expect will help to remediate the material weaknesses. Such implementation has been slowed by various factors, including the COVID-19 pandemic. As a result, there was no change in our internal control over financial reporting during the three months ended ~~June~~September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2023 Form 10-K, together with all the other information in this Form 10-Q, including our unaudited condensed financial statements and notes thereto, which could materially affect our business, financial condition or operating results. The risks described in our 2023 Form 10-K are not the only risks we face. Additional risks and uncertainties that we are unaware of may become important factors that affect us. If any of these risks actually occur, our business, financial condition or operating results may suffer, the trading price of our common stock could decline, and you may lose all or part of your investment. There have been no material changes from the risk factors disclosed in our 2023 Form 10-K.

We have a history of operating losses and we may not generate sufficient revenue to support our operations.

During the year ended December 31, 2023, and in each fiscal year since our inception, we have incurred net losses and generated negative cash flow from operations. As of ~~June~~September 30, 2024, we have an accumulated deficit of $(~~436~~446.73) million.

Table of Contents 33 Financial Statement Index

We cannot provide assurance that revenue generated from our businesses will be sufficient to sustain our operations in the long term. We have implemented measures to reduce operating costs, and we continuously evaluate other opportunities to reduce costs further. We may also need to obtain additional capital through equity financing or debt financing. Should we fail to successfully implement our plans described herein, such failure would have a material adverse effect on our business, including the possible cessation of operations.


Table of Contents			33			Financial Statement Index

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine and the Middle East) will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising capital, whether in an equity financing, debt financing, or by divesting of certain assets or businesses, on commercially reasonable terms, if at all. In addition, if we obtain capital by issuing equity, such transaction(s) may dilute existing stockholders.

We are dependent on a small number of customers for a large percentage of our revenue.

We have a concentration in the volume of business we transacted with customers, as during the ~~six~~nine months ended ~~June~~September 30, 2024, ~~apart~~the ~~from~~majority ~~a de minimis amount, essentially all~~ of our revenue resulted from one customer, while during ~~six~~nine months ended ~~June~~September 30, 2023, ~~three~~two of our customers represented about 4028%, ~~35%~~ and 1124%, respectively, of our revenue. At June 30, 2024, net accounts receivable from one of our customers represented about 87% of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 37%, 34% and 12%, respectively, of our net accounts receivable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

We did not sell any equity securities during the quarter ended ~~June~~September 30, 2024 in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC and as described below.

Between ~~April~~July 1, 2024 and ~~June~~September 30, 2024, we issued 83,~~719~~280,~~016~~715 shares of common stock to Ionic Ventures, LLC for advances made pursuant to the Amended ELOC Purchase Agreement, and 488,193 shares of our common stock to Mudrick Capital Management LP pursuant to partial conversions of the secured convertible debentures we issued to them.

We made the offer and sale of securities in the above-described ~~private~~transactions ~~placement~~ in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, based upon representations made to us by the investor inand acreditor ~~purchase~~in ~~agreement~~agreements we entered into with ~~the investor~~them.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the ~~six~~nine months ended ~~June~~September 30, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


Table of Contents			34

ITEM 6. EXHIBITS

Incorporated HereinBy Reference To

Exhibit Number

Description

Document

File Number

Filed On

Exhibit Number

3.1

Amended and Restated Certificate of Incorporation

8-K

001-33720

12/30/2014

3.1

3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

01/12/2016

3.1

3.3

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

06/08/2016

3.1

3.4

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

04/11/2017

3.1

3.5

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

07/09/2021

3.1

3.6

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

12/21/2022

3.1

3.7

~~Amended~~Certificate ~~and~~of ~~Restated~~Designations ~~Bylaws~~of the Series A Redeemable Voting Preferred Stock

8-K

001-33720

0210/1331/~~2015~~2024

3.1

3.8

~~Amendment~~Certificate toof ~~Amended~~Designations ~~and~~of ~~Restated~~the ~~Bylaws~~Series B 15% Cumulative Redeemable Perpetual Preferred Stock

8-K

001-33720

0110/3031/2024

3.12

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.

8-K

001-33720

01/16/2024

10.1

3.9

Amended and Restated Bylaws

8-K

001-33720

02/13/2015

3.1

10.2

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

8-K

001-33720

01/30/2024

10.1

3.10

Amendment to Amended and Restated Bylaws

8-K

001-33720

10/31/2024

3.1

10.3

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

8-K

001-33720

02/21/2024

10.1

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

8-K

001-33720

10/31/2024

10.1

10.2

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

8-K

001-33720

10/31/2024

10.2

31.1*

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document


Table of Contents			35

Incorporated HereinBy Reference To

Exhibit Number

Description

Document

File Number

Filed On

Exhibit Number

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

The cover page from our Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith


Table of Contents			36

SIGNATURES

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

REMARK HOLDINGS, INC.

Date:

~~August~~January 1913, ~~2024~~2025

By:

/s/ Kai-Shing Tao

Kai-Shing Tao

Chairman and Chief Executive Officer

(principal executive, financial and accounting officer)


Table of Contents			37

Filing Compare · REMARK HOLDINGS, INC.