Item 3.01 Notice of Delisting or Failure To Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 27, 2023, Remark Holdings, Inc. ("we", "us" or "our") received a
written notice from the Listing Qualifications Department of The Nasdaq Stock
Market LLC ("Nasdaq") notifying us that, pursuant to Nasdaq Listing Rule
5550(b)(3), we are required to maintain a minimum of $500,000 in net income from
continuing operations in the most recently completed fiscal year, or two of the
last three fiscal years (the "Net Income Standard"). Since our Form 10-K for the
period ended December 31, 2022 reported net loss from continuing operations, and
as of April 25, 2023, we did not meet the alternative continued listing
standards (collectively, with the Net Income Standard, the "Continued Listing
Standards") under Nasdaq Listing Rule 5550(b) of a minimum stockholders' equity
of $2.5 million or minimum market value of listed securities of $35 million, we
no longer comply with the Continued Listing Standards.
In accordance with Nasdaq Listing Rule 5810(c)(2)(A), we have 45 calendar days,
or until June 12, 2023, to submit a plan to regain compliance with the Continued
Listing Standards (the "Cure Period"). If Nasdaq accepts our plan, they can
grant us an extension of up to 180 calendar days from April 27, 2023 to evidence
compliance. If Nasdaq does not accept our plan, we can appeal such decision to
the Nasdaq Hearings Panel.
Our common stock will continue to be listed and traded on the Nasdaq Capital
Market during the Cure Period, subject to our compliance with the other
continued listing requirements of the Nasdaq Capital Market.
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REMARK HOLDINGS, INC. 