REMARK HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entry into Material Definitive Agreement.

Convertible subordinated debenture and equity line of credit

On October 6, 2022, Remark Holdings, Inc. ("Remark," "we," "us" or "our")
entered into a debenture purchase agreement (the "Debenture Purchase Agreement")
with Ionic Ventures, LLC ("Ionic"), pursuant to which we issued a convertible
subordinated debenture in the original principal amount of $2,778,000 (the
"Debenture") to Ionic for a purchase price of $2,500,000.

The Debenture accrues interest at a rate of 8% per annum. The interest rate on
the Debenture increases to a rate of 15% per annum if the Debenture is not fully
paid or converted by February 6, 2023 (the "Trigger Date") or upon the
occurrence of certain trigger events (the "Trigger Events"), including, without
limitation, the suspension from trading or the delisting of our common stock
from Nasdaq and the occurrence of any material adverse effect. In addition, if
the Debenture is not fully paid or converted by the Trigger Date, the original
principal amount of the Debenture will be deemed to have been $3,334,000 from
the issuance date. The Debenture matures on June 6, 2023.

The Debenture automatically converts into shares of common stock at the earlier
of (i) the effectiveness of a registration statement registering the resale of
certain Registrable Securities as such term is defined in the Registration
Rights Agreement (as defined below) including, without limitation, the shares
issuable upon conversion of the Debenture (the "Conversion Shares") (such
registration statement, the "Resale Registration Statement"), and (ii) 181 days
after the issuance date of the Debenture. The number of shares of common stock
issuable upon conversion of the Debenture shall be determined by dividing the
outstanding balance under the Debenture (including all accrued and unpaid
interest and accrued and unpaid late charges, if any) by a conversion price that
is the lower of (x) 80% (or 70% if our common stock is not then trading on
Nasdaq) of the average of the 10 lowest volume-weighted average prices ("VWAPs")
over a specified measurement period following the conversion date, and (y) $0.50
(the "Fixed Conversion Price"), subject to full ratchet anti-dilution protection
in the event we issue certain equity securities at a price below the then Fixed
Conversion Price. Additionally, in the event of a bankruptcy, we are required to
redeem the Debenture in cash in an amount equal to the then outstanding balance
of the Debenture multiplied by 120%, subject, however, to the provisions of the
Subordination Agreement (as defined below). The Debenture further provides that
we will not effect the conversion of any portion of the Debenture, and the
holder thereof will not have the right to a conversion of any portion of the
Debenture, to the extent that after giving effect to such conversion, the holder
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
conversion (the "Beneficial Ownership Limitation").

Also, on October 6, 2022, we entered into a purchase agreement (the "ELOC
Purchase Agreement") with Ionic, 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 $50,000,000 of shares of our common
stock over the 36-month term of the ELOC Purchase Agreement. Under the ELOC
Purchase Agreement, after the satisfaction of certain commencement conditions,
including, without limitation, the effectiveness of the Resale Registration
Statement and that the 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 Debenture, we have the right to
present Ionic with a purchase notice (each, a "Purchase Notice") directing Ionic
to purchase any amount up to $3,000,000 of our common stock per trading day, at
a per share price (the "Purchase Price") equal to 90% (or 80% if our common
stock is not then trading on Nasdaq) of the average of the 5 lowest VWAPs over a
specified measurement period. With each purchase under the 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 ELOC Purchase Agreement shall be subject to 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 $0.25. 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 ELOC Purchase Agreement. The 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 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 ELOC Purchase Agreement.

The ELOC Purchase Agreement may be terminated by us if certain conditions to
commence have not been satisfied by December 31, 2022. The ELOC Purchase
Agreement may also be terminated by us at any time after commencement, at our
discretion; provided, however, that if we sold less than $25,000,000 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

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$500,000, 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 ELOC Purchase Agreement will
automatically terminate on the date that we sell, and Ionic purchases, the full
$50,000,000 amount under the agreement or, if the full amount has not been
purchased, on the expiration of the 36-month term of the ELOC Purchase
Agreement.

Concurrently with entering into the Debenture Purchase Agreement and the ELOC
Purchase Agreement, we also entered into a registration rights agreement with
Ionic (the "Registration Rights Agreement"), in which we agreed to file with the
Securities and Exchange Commission (the "SEC") one or more registration
statements, as necessary, and to the extent permissible and subject to certain
exceptions, to register under the Securities Act of 1933, as amended, the resale
of the shares of our common stock issuable upon conversion of the Debenture, the
shares of common stock that may be issued to Ionic under the ELOC Purchase
Agreement and the shares of common stock that may be issued to Ionic if we fail
to comply with our obligations in the Registration Rights Agreement. The
Registration Rights Agreement requires that we file, within 30 days after
signing, the Resale Registration Statement and use commercially reasonable
efforts to have the Resale Registration Statement declared effective by the SEC
on or before the earlier of (i) 90 days after signing (or 120 days if such
registration statement is subject to full review by the SEC) and (ii) the 2nd
business day after we are notified we will not be subject to further SEC review.
If we fail to file or have the Resale Registration Statement declared effective
by the specified deadlines, then in each instance, we will issue to Ionic
150,000 shares of our common stock within 2 trading days after such failure, and
with respect to the Conversion Shares, we will additionally pay in cash, as
liquidated damages, an amount equal to 2% of the amount then currently
outstanding under the Debenture for failure to file and have the Resale
Registration Statement declared effective by the same deadlines set forth above
for each 30-day period after each such failure.

The foregoing descriptions of the Debenture Purchase Agreement, the Debenture,
the ELOC Purchase Agreement and the Registration Rights Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text
of such documents, which are filed as Exhibits 10.1, 4.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference.


Mudrick Waiver and Subordination Agreement

On October 6, 2022, we also entered into a Provisional Waiver and Consent
Agreement (the "Mudrick Waiver") to the Senior Secured Loan Agreements, dated as
of December 3, 2021 (the "Senior Loan Agreements"), that we, together with
certain of our subsidiaries as guarantors, are party to with certain
institutional lenders affiliated with Mudrick Capital Management, LP
(collectively, the "Senior Lender"). Pursuant to the Mudrick Waiver, the Senior
Lender agreed, among other things, to (i) waive certain existing events of
default under the Senior Loan Agreement, (ii) defer payment of interest for the
months of July, August and September 2022 to October 6, 2022, the closing date
. . .


Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated into this Section 2.03 by reference.

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Item 9.01 Financial statements and supporting documents.

(d)  Exhibits

    Exhibit                                             Description
      4.1                Subordinated Convertible Debenture, dated as of October 6, 2022.
                         Debenture Purchase Agreement, dated as of October 6, 2022, between Remark
     10.1*             Holdings, Inc. and Ionic Ventures, LLC.
                         Purchase Agreement, dated as of October 6, 2022, 

Between Remark,

     10.2*             Inc. and Ionic Ventures, LLC.
                         Registration Rights Agreement, dated as of October 

6, 2022, between Note

      10.3             Holdings, Inc. and Ionic Ventures, LLC.
                         Provisional Waiver and Consent Agreement, dated as 

of October 6, 2022among

                       Remark Holdings, Inc., certain of its subsidiaries 

part to this one, and Mudrick

      10.4             Capital Management, LP.
                         Subordination and Intercreditor Agreement, dated 

of the October 6, 2022,

                       among Ionic Ventures, LLC, Mudrick Capital 

Management, SEC and Remark,

      10.5             Inc.
      104              Cover Page Interactive Data File (embedded within 

the Inline XBRL document).



*  Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. We will furnish supplementally a copy of any omitted exhibits or schedules
to the Securities and Exchange Commission upon request.

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