SEC Comment Letter 0000000000-23-001788 to REMARK HOLDINGS, INC. (MARK) (CIK 0001368365)
REMARK HOLDINGS, INC. (MARK) (CIK 0001368365)
Date: Feb. 23, 2023 · CIK: 0001368365 · Accession: 0000000000-23-001788
AI Filing Summary & Sentiment
File numbers found in text: 333-269286
Letter
United States securities and exchange commission logo February 23, 2023 Kai-Shing Tao Chief Executive Officer Remark Holdings, Inc. 800 S. Commerce St. Las Vegas, NV 89106 Re:Remark Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 14, 2023 File No. 333-269286 Dear Kai-Shing Tao: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed February 14, 2023 Cover Page 1.Please update your cover page to reflect that the Debenture conversion has already occurred. Disclose prominently the date on which the Debenture automatically converted and into how many shares of your common stock it converted. Please ensure that the disclosure throughout the registration statement is updated accordingly. 2.Please disclose prominently how many shares in this offering are issuable under the Debenture and how many shares are issuable under the ELOC Purchase Agreement. Ensure that the purchase price for each set of shares is also disclosed prominently.
FirstName LastNameKai-Shing Tao Comapany NameRemark Holdings, Inc. February 23, 2023 Page 2 FirstName LastName Kai-Shing Tao Remark Holdings, Inc. February 23, 2023 Page 2 The Offering, page 17 3.You disclose that the ELOC Purchase Agreement "may be terminated" if certain conditions "have not been satisfied by December 31, 2022." You also disclose that the interest rate of the Debenture changes if it is not fully settled by February 6, 2023. Given that both dates have passed, please update your disclosure regarding these provisions. Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Honghui Yu
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United States securities and exchange commission logo
February 23, 2023
Kai-Shing Tao
Chief Executive Officer
Remark Holdings, Inc.
800 S. Commerce St.
Las Vegas, NV 89106
Re:Remark Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 14, 2023
File No. 333-269286
Dear Kai-Shing Tao:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 14, 2023
Cover Page
1.Please update your cover page to reflect that the Debenture conversion has already
occurred. Disclose prominently the date on which the Debenture automatically converted
and into how many shares of your common stock it converted. Please ensure that the
disclosure throughout the registration statement is updated accordingly.
2.Please disclose prominently how many shares in this offering are issuable under the
Debenture and how many shares are issuable under the ELOC Purchase Agreement.
Ensure that the purchase price for each set of shares is also disclosed prominently.
FirstName LastNameKai-Shing Tao
Comapany NameRemark Holdings, Inc.
February 23, 2023 Page 2
FirstName LastName
Kai-Shing Tao
Remark Holdings, Inc.
February 23, 2023
Page 2
The Offering, page 17
3.You disclose that the ELOC Purchase Agreement "may be terminated" if certain
conditions "have not been satisfied by December 31, 2022." You also disclose that the
interest rate of the Debenture changes if it is not fully settled by February 6, 2023. Given
that both dates have passed, please update your disclosure regarding these provisions.
Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Honghui Yu