1-for-10 Reverse Stock Split Effective
December 21, 2022 for Trading
December 22, 2022
LAS
VEGAS, Dec. 21, 2022 /PRNewswire/ -- Remark
Holdings, Inc. (Nasdaq: MARK), today announced a reverse stock
split of its issued and outstanding shares of common stock at a
ratio of 1-for-10 and that it had filed a Certificate of Amendment
of its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of
Delaware to effect the reverse split. The reverse split will
be effective after the market closes on December 21, 2022, at 5:00
p.m. Eastern Time. Beginning with the opening of trading on
Thursday, December 22, 2022, Remark's
common stock will continue to trade on the Nasdaq Capital Market
under the symbol "MARK," but will trade on a split-adjusted basis
under a new CUSIP number, 75955K300.
Remark's stockholders approved the reverse split at a special
meeting of stockholders held on December 6,
2022. In connection with approving the reverse split,
Remark's stockholders granted authority to the company's Board of
Directors to determine, in its sole discretion, the exact ratio of
the reverse split within the range of 1-for-10 to 1-for-20. The
Board of Directors approved the reverse split on September 15, 2022, and the ratio of 1-for-10 on
December 9, 2022.
As a result of the reverse split, every 10 pre-split shares of
common stock issued and outstanding will automatically combine and
convert into one new share of common stock without any action on
the part of the holders and with no change in the par value per
share of $0.001. The reverse split
will proportionately reduce the number of shares of common stock
available for issuance under Remark's equity incentive plans and
proportionately reduce the number of shares of common stock
issuable upon the exercise of stock options and upon the release of
restricted stock units outstanding immediately prior to the
effectiveness of the reverse split.
The reverse split reduces the number of shares of Remark's
issued and outstanding common stock from approximately 112 million
pre-reverse-split shares to approximately 11.2 million
post-reverse-split shares. No fractional shares will be issued as a
result of the reverse split. Owners of fractional shares
outstanding after the reverse split will be entitled to receive
cash for such fractional shares based upon the closing sales price
of the common stock as reported on the Nasdaq Capital Market on
December 21, 2022.
The company's transfer agent, Computershare, Inc., is acting as
the exchange agent for the reverse split and will provide
instructions to stockholders regarding the process for exchanging
their pre-split shares for post-split shares. Additional
information about the reverse split can be found in the company's
definitive proxy statement filed with the Securities and Exchange
Commission on October 24, 2022, a
copy of which is available at www.sec.gov and on the company's
website.
About Remark Holdings,
Inc.
Remark Holdings, Inc. (Nasdaq: MARK) delivers an integrated
suite of AI solutions that help organizations monitor, understand,
and act on threats in real-time. Remark consists of an
international team of sector-experienced professionals that have
created award-winning video analytics. The company's GDPR-compliant
and CCPA-compliant solutions focus on market sectors including
retail, federal and state governmental entities, public safety,
hospitality, and transportation. Remark maintains its headquarters
in Las Vegas, Nevada with an
additional North American office in New
York, New York and international offices in London, England and Chengdu, China.
Forward-Looking Statements
This press release may contain forward-looking statements,
including information relating to future events, future financial
performance, strategies, expectations, competitive environment and
regulation. Words such as "may," "should," "could," "would,"
"predicts," "potential," "continue," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates," and similar
expressions, as well as statements in future tense, identify
forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors, including those
discussed in Part I, Item 1A. Risk Factors in Remark Holdings'
Annual Report on Form 10-K and Remark Holdings' other filings with
the SEC. Any forward-looking statements reflect Remark Holdings'
current views with respect to future events, are based on
assumptions and are subject to risks and uncertainties. Given such
uncertainties, you should not place undue reliance on any
forward-looking statements, which represent Remark Holdings'
estimates and assumptions only as of the date hereof. Except as
required by law, Remark Holdings undertakes no obligation to update
or revise publicly any forward-looking statements after the date
hereof, whether as a result of new information, future events or
otherwise.
For more information, please visit us at remarkholdings.com or
contact us at IR@remarkholdings.com.
Company Contacts
Fay Tian
Vice President of Investor Relations
F.Tian@remarkholdings.com
(+1) 626-623-2000
(+65) 8715-8007
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SOURCE Remark Holdings, Inc.