|
Delaware
|
|
33-1135689
|
|
|
State of Incorporation
|
|
IRS Employer Identification Number
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
|
MARK
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☑
|
|
Smaller reporting company
|
☑
|
|
|
|
Emerging growth company
|
☐
|
PART I
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,617
|
|
|
$
|
272
|
|
Trade accounts receivable, net
|
1,540
|
|
|
1,964
|
|
||
Receivable from related parties
|
531
|
|
|
—
|
|
||
Prepaid expense and other current assets
|
4,617
|
|
|
4,623
|
|
||
Total current assets
|
8,305
|
|
|
6,859
|
|
||
Property and equipment, net
|
180
|
|
|
341
|
|
||
Operating lease assets
|
314
|
|
|
4,359
|
|
||
Investment in unconsolidated affiliates
|
1,934
|
|
|
1,935
|
|
||
Intangibles, net
|
490
|
|
|
509
|
|
||
Other long-term assets
|
773
|
|
|
824
|
|
||
Total assets
|
$
|
11,996
|
|
|
$
|
14,827
|
|
Liabilities and Stockholders’ Deficit
|
|
|
|
||||
Accounts payable
|
$
|
8,525
|
|
|
$
|
8,126
|
|
Accrued expense and other current liabilities
|
13,307
|
|
|
14,326
|
|
||
Contract liability
|
367
|
|
|
313
|
|
||
Note payable
|
3,000
|
|
|
3,000
|
|
||
Loans payable, current, net of unamortized discount and debt issuance cost
|
11,931
|
|
|
12,025
|
|
||
Total current liabilities
|
37,130
|
|
|
37,790
|
|
||
Operating lease liabilities, long-term
|
79
|
|
|
4,650
|
|
||
Warrant liability
|
58
|
|
|
115
|
|
||
Total liabilities
|
37,267
|
|
|
42,555
|
|
||
|
|
|
|
||||
|
|
|
|
|
|||
|
|
|
|
||||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 100,000,000 shares authorized; 66,133,888 and 51,055,159 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
66
|
|
|
51
|
|
||
Additional paid-in-capital
|
323,958
|
|
|
319,275
|
|
||
Accumulated other comprehensive income
|
(45
|
)
|
|
(227
|
)
|
||
Accumulated deficit
|
(349,250
|
)
|
|
(346,827
|
)
|
||
Total stockholders’ deficit
|
(25,271
|
)
|
|
(27,728
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
11,996
|
|
|
$
|
14,827
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenue
|
$
|
431
|
|
|
$
|
1,209
|
|
Cost and expense
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)
|
21
|
|
|
1,593
|
|
||
Sales and marketing
|
416
|
|
|
859
|
|
||
Technology and development
|
648
|
|
|
1,304
|
|
||
General and administrative
|
2,740
|
|
|
2,977
|
|
||
Depreciation and amortization
|
90
|
|
|
325
|
|
||
Other operating expense
|
—
|
|
|
6
|
|
||
Total cost and expense
|
3,915
|
|
|
7,064
|
|
||
Operating loss
|
(3,484
|
)
|
|
(5,855
|
)
|
||
Other income (expense)
|
|
|
|
||||
Interest expense
|
(461
|
)
|
|
(387
|
)
|
||
Other income (expense), net
|
—
|
|
|
(45
|
)
|
||
Change in fair value of warrant liability
|
57
|
|
|
(1,416
|
)
|
||
Gain on lease termination
|
1,538
|
|
|
—
|
|
||
Other loss, net
|
(73
|
)
|
|
(26
|
)
|
||
Total other income (expense), net
|
1,061
|
|
|
(1,874
|
)
|
||
Loss from continuing operations before income taxes
|
(2,423
|
)
|
|
(7,729
|
)
|
||
Benefit from income taxes
|
—
|
|
|
—
|
|
||
Loss from continuing operations
|
$
|
(2,423
|
)
|
|
$
|
(7,729
|
)
|
—
|
|
|
(1,123
|
)
|
|||
Net loss
|
$
|
(2,423
|
)
|
|
$
|
(8,852
|
)
|
Other comprehensive income (loss)
|
|
|
|
||||
Foreign currency translation adjustments
|
182
|
|
|
(94
|
)
|
||
Comprehensive loss
|
$
|
(2,241
|
)
|
|
$
|
(8,946
|
)
|
|
|
|
|
||||
Weighted-average shares outstanding, basic and diluted
|
53,775
|
|
|
39,258
|
|
||
|
|
|
|
||||
Net loss per share, basic and diluted
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.20
|
)
|
Discontinued operations
|
—
|
|
|
(0.03
|
)
|
||
Consolidated
|
$
|
(0.05
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||
|
Common Stock Shares
|
|
Common Stock Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||
Balance at December 31, 2019
|
51,055,159
|
|
|
$
|
51
|
|
|
$
|
319,275
|
|
|
$
|
(227
|
)
|
|
$
|
(346,827
|
)
|
|
$
|
(27,728
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,423
|
)
|
|
(2,423
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|||||
Common stock issued
|
15,078,729
|
|
|
15
|
|
|
4,636
|
|
|
—
|
|
|
—
|
|
|
4,651
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|||||
Balance at March 31, 2020
|
66,133,888
|
|
|
$
|
66
|
|
|
$
|
323,958
|
|
|
$
|
(45
|
)
|
|
$
|
(349,250
|
)
|
|
$
|
(25,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||
|
Common Stock Shares
|
|
Common Stock Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||
Balance at December 31, 2018
|
39,053,312
|
|
|
$
|
39
|
|
|
$
|
308,018
|
|
|
$
|
32
|
|
|
$
|
(321,213
|
)
|
|
$
|
(13,124
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,852
|
)
|
|
(8,852
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||
Common stock issued
|
1,666,667
|
|
|
2
|
|
|
2,498
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|||||
Equity instrument exercises
|
2,250
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
(94
|
)
|
|||||
Balance at March 31, 2019
|
40,722,229
|
|
|
$
|
41
|
|
|
$
|
310,618
|
|
|
$
|
(62
|
)
|
|
$
|
(330,065
|
)
|
|
$
|
(19,468
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net cash used in continuing operating activities
|
$
|
(2,810
|
)
|
|
$
|
(5,969
|
)
|
Net cash provided in discontinued operating activities
|
—
|
|
|
5,898
|
|
||
Net cash used in operating activities
|
(2,810
|
)
|
|
(71
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payment of payroll costs capitalized to software in progress
|
—
|
|
|
(83
|
)
|
||
Net cash provided by (used in) continuing investing activities
|
—
|
|
|
(83
|
)
|
||
Net cash used in discontinued investing activities
|
—
|
|
|
(247
|
)
|
||
Net cash used in investing activities
|
—
|
|
|
(330
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net
|
4,627
|
|
|
2,504
|
|
||
Repayments of debt
|
(472
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
4,155
|
|
|
2,504
|
|
||
Net change in cash, cash equivalents and restricted cash
|
1,345
|
|
|
2,103
|
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|||
Beginning of period, including cash in disposal group
|
272
|
|
|
25,548
|
|
||
End of period
|
$
|
1,617
|
|
|
$
|
27,651
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
13
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Capitalization of interest to debt principal
|
$
|
378
|
|
|
$
|
—
|
|
•
|
develop and grow new product line(s)
|
•
|
monetize existing assets
|
•
|
obtain additional capital through equity issuances, including but not limited to equity issuances to Aspire Capital under its existing purchase commitment (which equity issuances may significantly dilute existing stockholders).
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
AI-based products and services
|
$
|
324
|
|
|
$
|
425
|
|
Advertising and other
|
107
|
|
|
784
|
|
||
Revenue
|
$
|
431
|
|
|
$
|
1,209
|
|
|
March 31,
|
|
December 31,
|
||
|
2020
|
|
2019
|
||
CBG Financing Warrants
|
|
|
|
||
Expected volatility
|
85.00
|
%
|
|
85.00
|
%
|
Risk-free interest rate
|
0.33
|
%
|
|
1.60
|
%
|
Expected remaining term (years)
|
0.48
|
|
|
0.73
|
|
CBG Acquisition Warrants
|
|
|
|
||
Expected volatility
|
75.00
|
%
|
|
75.00
|
%
|
Risk-free interest rate
|
0.52
|
%
|
|
1.65
|
%
|
Expected remaining term (years)
|
3.48
|
|
|
3.72
|
|
|
Increase
|
|
Decrease
|
||
Change in volatility
|
|
|
|
||
CBG Acquisition Warrants
|
—
|
|
|
58
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||
|
2020
|
|
2019
|
||||
Balance at beginning of period
|
$
|
115
|
|
|
$
|
1,383
|
|
Decrease in fair value
|
(57
|
)
|
|
(1,268
|
)
|
||
Balance at end of period
|
$
|
58
|
|
|
$
|
115
|
|
Balance at beginning of period
|
$
|
1,086
|
|
Interest accrued on unpaid balance
|
17
|
|
|
Balance at end of period
|
$
|
1,103
|
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Gross accounts receivable balance
|
$
|
3,762
|
|
|
$
|
4,171
|
|
Allowance for bad debt
|
(2,222
|
)
|
|
(2,207
|
)
|
||
Accounts receivable, net
|
$
|
1,540
|
|
|
$
|
1,964
|
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Other receivables
|
$
|
3,679
|
|
|
$
|
3,712
|
|
Prepaid expense
|
649
|
|
|
633
|
|
||
Deposits
|
12
|
|
|
7
|
|
||
Other current assets
|
277
|
|
|
271
|
|
||
Total
|
$
|
4,617
|
|
|
$
|
4,623
|
|
|
|
|
|
|
Estimated Life
(Years) |
|
March 31,
2020 |
|
December 31, 2019
|
||||
Computers and equipment
|
3
|
|
987
|
|
|
989
|
|
||
Furniture and fixtures
|
3
|
|
23
|
|
|
23
|
|
||
Software
|
3
|
|
4,867
|
|
|
4,896
|
|
||
Leasehold improvements
|
10
|
|
11
|
|
|
114
|
|
||
Total property, equipment and software
|
|
|
$
|
5,888
|
|
|
$
|
6,022
|
|
Less accumulated depreciation
|
|
|
(5,708
|
)
|
|
(5,681
|
)
|
||
Total property, equipment and software, net
|
|
|
$
|
180
|
|
|
$
|
341
|
|
|
Three Months Ended
|
||||||
|
2020
|
|
2019
|
||||
Operating lease expense
|
$
|
394
|
|
|
$
|
318
|
|
Short-term lease expense
|
75
|
|
|
66
|
|
||
Lease expense
|
$
|
469
|
|
|
$
|
384
|
|
Operating lease liabilities maturing during the next:
|
|
||
One year
|
$
|
337
|
|
Two years
|
84
|
|
|
Total undiscounted cash flows
|
$
|
421
|
|
Present value of cash flows
|
$
|
395
|
|
|
|
||
Lease liabilities on balance sheet:
|
|
||
Short-term
|
$
|
316
|
|
Long-term
|
79
|
|
|
Total lease liabilities
|
$
|
395
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross Amount
|
|
Accumulated
Amortization |
|
Net Amount
|
|
Gross Amount
|
|
Accumulated
Amortization |
|
Net Amount
|
||||||||||||
Finite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domain names
|
$
|
1,256
|
|
|
$
|
(893
|
)
|
|
$
|
363
|
|
|
$
|
1,256
|
|
|
$
|
(874
|
)
|
|
$
|
382
|
|
Other intangible assets
|
68
|
|
|
(68
|
)
|
|
—
|
|
|
68
|
|
|
(68
|
)
|
|
—
|
|
||||||
|
$
|
1,324
|
|
|
$
|
(961
|
)
|
|
$
|
363
|
|
|
$
|
1,324
|
|
|
$
|
(942
|
)
|
|
$
|
382
|
|
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
License to operate in China
|
127
|
|
|
|
|
127
|
|
|
127
|
|
|
|
|
127
|
|
||||||||
Total intangible assets
|
$
|
1,451
|
|
|
|
|
$
|
490
|
|
|
$
|
1,451
|
|
|
|
|
$
|
509
|
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Loan due May 2020
|
$
|
11,931
|
|
|
$
|
12,025
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at January 1, 2020
|
10,359,079
|
|
|
$
|
4.20
|
|
|
|
|
|
||
Forfeited, cancelled or expired
|
(68,250
|
)
|
|
3.07
|
|
|
|
|
|
|||
Outstanding at March 31, 2020
|
10,290,829
|
|
|
$
|
4.21
|
|
|
6.5
|
|
$
|
—
|
|
Options exercisable at March 31, 2020
|
9,900,705
|
|
|
$
|
4.35
|
|
|
6.4
|
|
$
|
—
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at January 1, 2020
|
1,087,500
|
|
|
$
|
5.20
|
|
|
|
|
|
||
Forfeited, cancelled or expired
|
(114,500
|
)
|
|
5.40
|
|
|
|
|
|
|||
Outstanding at March 31, 2020
|
973,000
|
|
|
$
|
5.18
|
|
|
5.3
|
|
$
|
—
|
|
Options exercisable at March 31, 2020
|
817,000
|
|
|
$
|
5.20
|
|
|
4.8
|
|
$
|
—
|
|
|
Technology & Data Intelligence
|
|
Corporate Entity and Other
|
|
Consolidated
|
||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
||||||
Revenue
|
$
|
324
|
|
|
$
|
107
|
|
|
$
|
431
|
|
Adjusted EBITDA
|
$
|
(690
|
)
|
|
$
|
(1,205
|
)
|
|
$
|
(1,895
|
)
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
||||||
Revenue
|
$
|
425
|
|
|
$
|
784
|
|
|
$
|
1,209
|
|
Adjusted EBITDA
|
$
|
(2,659
|
)
|
|
$
|
(2,617
|
)
|
|
$
|
(5,276
|
)
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Adjusted EBITDA
|
$
|
(1,895
|
)
|
|
$
|
(5,276
|
)
|
Depreciation and amortization
|
(90
|
)
|
|
(325
|
)
|
||
Share-based compensation expense
|
(35
|
)
|
|
(325
|
)
|
||
Other expense (income), net
|
1
|
|
|
45
|
|
||
Other loss (gain)
|
(1,465
|
)
|
|
26
|
|
||
Operating loss
|
$
|
(3,484
|
)
|
|
$
|
(5,855
|
)
|
Other income (expense)
|
|
|
|
||||
Interest expense
|
(461
|
)
|
|
(387
|
)
|
||
Other income (expense), net
|
—
|
|
|
(45
|
)
|
||
Gain on lease termination
|
1,538
|
|
|
—
|
|
||
Change in fair value of warrant liability
|
57
|
|
|
(1,416
|
)
|
||
Other gain (loss), net
|
(73
|
)
|
|
(26
|
)
|
||
Total other income (expense), net
|
$
|
1,061
|
|
|
$
|
(1,874
|
)
|
Income (Loss) from continuing operations before income taxes
|
$
|
(2,423
|
)
|
|
$
|
(7,729
|
)
|
|
March 31,
2020 |
|
December 31, 2019
|
||||
Technology & Data Intelligence segment
|
$
|
7,040
|
|
|
$
|
7,450
|
|
Corporate entity and other business units
|
4,956
|
|
|
7,377
|
|
||
Consolidated
|
$
|
11,996
|
|
|
$
|
14,827
|
|
|
Three Months Ended
|
||
|
March 31, 2019
|
||
Revenue
|
$
|
18,254
|
|
|
|
||
Cost of revenue (excluding depreciation and amortization)
|
2,776
|
|
|
Selling, general and administrative
|
10,877
|
|
|
Technology and development
|
2,198
|
|
|
Depreciation, amortization and impairments
|
2,147
|
|
|
Other operating expense
|
245
|
|
|
Other expense (income) and loss (gain), net
|
1,134
|
|
|
Loss from discontinued operations before income taxes
|
(1,123
|
)
|
|
Benefit from income taxes
|
—
|
|
|
Loss from discontinued operations
|
$
|
(1,123
|
)
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
AI-based products and services
|
75
|
%
|
|
35
|
%
|
Advertising and other
|
25
|
%
|
|
65
|
%
|
(dollars in thousands)
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percentage
|
|||||||
Revenue
|
$
|
324
|
|
|
$
|
425
|
|
|
$
|
(101
|
)
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue
|
15
|
|
|
1,293
|
|
|
(1,278
|
)
|
|
(99
|
)%
|
|||
Sales and marketing
|
95
|
|
|
326
|
|
|
(231
|
)
|
|
(71
|
)%
|
|||
Technology and development
|
579
|
|
|
1,226
|
|
|
(647
|
)
|
|
(53
|
)%
|
|||
General and administrative
|
276
|
|
|
452
|
|
|
(176
|
)
|
|
(39
|
)%
|
|||
Depreciation and amortization
|
53
|
|
|
170
|
|
|
(117
|
)
|
|
(69
|
)%
|
|||
Other operating expense
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
(100
|
)%
|
(dollars in thousands)
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
2020
|
|
2019
|
|
Dollars
|
|
Percentage
|
|||||||
Revenue
|
$
|
431
|
|
|
$
|
1,209
|
|
|
$
|
(778
|
)
|
|
(64
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue
|
21
|
|
|
1,593
|
|
|
(1,572
|
)
|
|
(99
|
)%
|
|||
Sales and marketing
|
416
|
|
|
859
|
|
|
(443
|
)
|
|
(52
|
)%
|
|||
Technology and development
|
648
|
|
|
1,304
|
|
|
(656
|
)
|
|
(50
|
)%
|
|||
General and administrative
|
2,740
|
|
|
2,977
|
|
|
(237
|
)
|
|
(8
|
)%
|
|||
Depreciation and amortization
|
90
|
|
|
325
|
|
|
(235
|
)
|
|
(72
|
)%
|
|||
Other operating expense
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
(100
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(461
|
)
|
|
(387
|
)
|
|
(74
|
)
|
|
19
|
%
|
|||
Other income
|
—
|
|
|
(45
|
)
|
|
45
|
|
|
(100
|
)%
|
|||
Gain on lease termination
|
1,538
|
|
|
—
|
|
|
1,538
|
|
|
|
||||
Change in FV of warrant liability
|
57
|
|
|
(1,416
|
)
|
|
1,473
|
|
|
(104
|
)%
|
|||
Other gain (loss)
|
(73
|
)
|
|
(26
|
)
|
|
(47
|
)
|
|
181
|
%
|
•
|
develop and grow new product line(s)
|
•
|
monetize existing assets
|
•
|
obtain additional capital through equity issuances, including but not limited to equity issuances to Aspire Capital under its existing purchase commitment (which equity issuances may significantly dilute existing stockholders).
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1A.
|
RISK FACTORS
|
•
|
lack of revenue growth or decreases in revenue due to a lack of, or at least a decline in, customer demand and (or) deterioration in the credit quality of our customers;
|
•
|
a significant increase in our need for external financing to maintain operations as a result of decreased revenue;
|
•
|
significant decline in the debt and equity markets, thus impacting our ability to conduct financings on terms acceptable to us; and
|
•
|
the rapid and broad-based shift to a remote working environment creates inherent productivity, connectivity, and oversight challenges. Preventative measures implemented by governmental authorities, such as travel restrictions, shelter-in-place orders and business closures, could significantly impact the ability of our employees and vendors to work productively. Governmental restrictions have been globally inconsistent and it is not clear when a return to worksite locations or travel will be permitted or what restrictions will be in place in those environments. In addition, the changed environment under which we are operating could have an impact on our internal controls over financial reporting as well as our ability to meet a number of our compliance requirements in a timely or quality manner.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
Incorporated Herein
By Reference To
|
||||
Exhibit Number
|
|
Description
|
|
Document
|
|
Filed On
|
|
Exhibit Number
|
|
|
8-K
|
|
03/04/2020
|
|
4.1
|
||
|
|
8-K
|
|
03/04/2020
|
|
10.1
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
REMARK HOLDINGS, INC.
|
|
|
|
|
|
Date:
|
July 6, 2020
|
By:
|
|
/s/ Kai-Shing Tao
|
|
|
|
|
Kai-Shing Tao
|
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
(principal executive, financial and accounting officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Remark Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Kai-Shing Tao
|
|
|
Kai-Shing Tao
|
|
|
Chief Executive Officer and Chairman
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Remark Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By
|
/s/ Kai-Shing Tao
|
|
|
Kai-Shing Tao
|
|
|
Chief Executive Officer and Chairman
|
|
1.
|
the accompanying Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Remark Holdings, Inc. at the dates and for the periods indicated.
|
|
/s/ Kai-Shing Tao
|
|
Kai-Shing Tao
|
|
Chief Executive Officer and Chairman
|