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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Remark Holdings Inc | NASDAQ:MARK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.272 | 0.27 | 0.29 | 0 | 01:00:00 |
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Delaware
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33-1135689
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State of Incorporation
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IRS Employer Identification Number
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3960 Howard Hughes Parkway, Suite 900
Las Vegas, NV 89169
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702-701-9514
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Address, including zip code, of principal executive offices
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Registrant's telephone number, including area code
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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The NASDAQ Stock Market LLC
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Rights to Purchase Series A Junior Participating Preferred Stock
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The NASDAQ Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Emerging growth company
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☐
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
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Age
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Position
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Kai-Shing Tao
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42
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Chief Executive Officer and Chairman of the Board
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Alison Davidson
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44
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Interim Chief Financial Officer
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Theodore P. Botts
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73
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Director and Chairman of the Audit Committee
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William W. Grounds
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63
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Director and Chairman of the Compensation Committee
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Brett Ratner
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50
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Director
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Daniel Stein
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43
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Director and Chairman of the Nominating and Governance Committee
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•
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Knowledge and experience regarding Remark from serving as our Chief Executive Officer since December 2012
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•
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Global financial industry and investment experience and extensive knowledge of Asian markets as Chief Investment Officer of Pacific Star Capital and a former member of the U.S.-China and U.S.-Taiwan Business Council
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•
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Outside public company board experience as a former director of Playboy Enterprises, Inc.
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•
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Global financial advisory experience and extensive knowledge of the technology sector as President of Kensington Gate Capital, LLC
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•
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Outside board experience as a director and chairman of the audit committee of INTAC International
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•
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Global financial industry experience as an executive at UBS Group and Goldman Sachs
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•
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Senior executive and board-level experience as President of Infinity World and a director of MGM Resorts International
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•
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Global business experience in operational and governance roles for businesses and investments in many foreign markets
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•
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Extensive experience in the entertainment industry, including co-founding and operating a successful film finance and media company
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•
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Operational experience leading data monetization efforts for analytics companies, leveraging partnerships with top digital, television and media companies
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•
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Oversees all product strategy for Crossix Solutions, Inc., a leading technology company currently focused in healthcare
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•
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More than 19 years of media, marketing and agency experience focusing on innovation
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ITEM 11.
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EXECUTIVE COMPENSATION
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Year
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Salary
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Bonus
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Stock Awards
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Option Awards
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All Other Compensation
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Total
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Kai-Shing Tao
1
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2018
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$
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343,269
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—
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—
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$
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11,557,000
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—
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$
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11,900,269
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Chairman and CEO
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2017
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350,000
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—
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$
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702,900
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176,400
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—
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1,229,300
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Alison Davidson
2
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2018
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246,635
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$
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112,500
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—
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707,000
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—
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1,066,135
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Interim CFO
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2017
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200,000
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—
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—
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196,500
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—
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396,500
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Douglas M. Osrow
3
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2018
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118,173
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137,500
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—
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—
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$
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87,500
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343,173
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Former CFO
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2017
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262,500
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—
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—
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176,400
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—
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438,900
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Note:
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The Stock Awards and Option Awards columns in the table above reflect the aggregate grant date fair value of the respective awards granted in the year noted. For a discussion of the assumptions and methodologies used to calculate these amounts, please see Note 14 to the consolidated financial statements included in Item 8 of the Original Filing.
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1.
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For 2018, the option award represents an option to purchase 1,300,000 shares of Common Stock at an exercise price of $7.81 per share awarded to Mr. Tao on December 15, 2017, subject to stockholder approval, which the stockholders approved on January 19, 2018 and which vested in full upon such stockholder approval. For 2017, the option award represents an option to purchase 180,000 shares of Common Stock at an exercise price of $1.99 per share awarded to Mr. Tao on June 20, 2017, which vested in full on June 30, 2017. The stock award represents 90,000 shares of Common Stock granted to Mr. Tao on December 15, 2017.
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2.
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Ms. Davidson was appointed to serve as our Interim Chief Financial Officer on August 13, 2018. In 2018, we paid Ms. Davidson a discretionary cash bonus for past service. For 2018, the option award represents an option to purchase 350,000 shares of Common Stock at an exercise price of $3.51 per share awarded to Ms. Davidson on August 13, 2018, which vested 50% on August 13, 2018, 25% on September 30, 2018 and 25% on December 31, 2018. For 2017, the option award represents an option to purchase 150,000 shares of Common Stock at an exercise price of $1.99 per share awarded to Ms. Davidson on June 20, 2017, which vested 50% on June 30, 2017, 25% on September 30, 2017 and 25% on December 31, 2017.
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3.
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Mr. Osrow resigned from his position as our Chief Financial Officer effective May 15, 2018. In 2018, prior to his resignation, we paid Mr. Osrow a discretionary cash bonus for past service. During 2018, pursuant to a consulting arrangement we entered into with Mr. Osrow following his resignation, we paid Mr. Osrow $87,500 for certain consulting services he provided to Remark. For 2017,
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Option Awards
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Name
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Number of Securities Underlying Unexercised Options Exercisable
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Option Exercise Price
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Option Expiration Date
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Kai-Shing Tao
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1,300,000
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$
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7.81
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01/19/2028
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180,000
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1.99
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06/20/2027
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1,500,000
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4.04
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11/09/2026
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350,000
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4.10
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08/18/2025
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650,000
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4.29
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07/28/2025
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442,750
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6.30
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02/17/2024
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Alison Davidson
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350,000
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3.51
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08/13/2028
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150,000
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1.99
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06/20/2027
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150,000
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4.44
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01/20/2026
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150,000
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4.05
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07/01/2025
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25,000
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6.30
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02/19/2024
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25,000
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6.30
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02/18/2024
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Douglas M. Osrow
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23,364
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1.99
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06/20/2027
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100,000
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4.04
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11/09/2026
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279,458
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4.29
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07/28/2025
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75,000
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6.30
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02/17/2024
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37,400
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5.00
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10/30/2023
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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•
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each person, or group of affiliated persons, known to us to beneficially own more than 5% of the outstanding Common Stock;
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•
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each of our directors and NEOs; and
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•
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all of our directors and executive officers as a group.
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•
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deem a person a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or if that person has or shares investment power, which includes the power to dispose of or to direct the disposition of a security;
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•
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deem a person a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, and securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s ownership percentage; and
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•
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may deem more than one person a beneficial owner of the same securities, and may deem a person a beneficial owner of securities as to which such person has no economic interest.
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Number of Common Stock Shares
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Percentage of Outstanding Common Stock Shares
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Persons known to beneficially own more than 5%
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Ernest T. Lee
1
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5,343,569
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12.4
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%
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Digipac LLC
2
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5,246,314
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12.2
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%
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Directors and NEOs
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Kai-Shing Tao
3
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10,200,634
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21.5
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%
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Alison Davidson
4
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860,000
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2.0
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%
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Douglas M. Osrow
5
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515,222
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1.2
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%
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Theodore P. Botts
6
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294,184
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*
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William W. Grounds
7
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262,000
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*
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Brett Ratner
8
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125,000
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*
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Daniel Stein
9
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75,000
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*
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All executive officers and directors as a group (6 persons)
10
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11,816,818
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24.1
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%
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1.
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Consists of 4,414,881 shares of Common Stock held by Mr. Lee, 888,888 shares of Common Stock held by Urban Casinos, 37,600 shares of Common Stock held by Mr. Lee’s wife and 2,200 shares of Common Stock held by Mr. Lee’s son. As the President of Urban Casinos, Mr. Lee may be deemed to beneficially own the shares of Common Stock held by Urban Casinos. The address of Mr. Lee is 3271 South Highland Drive #704, Las Vegas, NV 89109. This disclosure is based on information contained in a Schedule 13G/A filed by Mr. Lee and Urban Casinos with the SEC on February 11, 2019.
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2.
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Consists of shares of Common Stock. Mr. Tao, as the manager and a member of Digipac, LLC (“Digipac”), may be deemed to beneficially own the shares of Common Stock beneficially owned by Digipac. Mr. Tao disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The address of Digipac is One Hughes Center Drive, Unit 1601, Las Vegas, Nevada 89169.
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3.
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Consists of (i) 234,749 shares of Common Stock held by Mr. Tao, (ii) 4,422,750 shares of Common Stock issuable upon exercise of options held by Mr. Tao, (iii) 5,246,314 shares of Common Stock held by Digipac, (iv) 275,000 shares of Common Stock held by Pacific Star Capital and (v) 21,821 shares of Common Stock held by Pacific Star HSW LLC (“Pacific Star HSW”). Mr. Tao, as the manager and a member of Digipac, the Chief Investment Officer and sole owner of Pacific Star Capital, and the control person of Pacific Star HSW, may be deemed to beneficially own the shares of Common Stock beneficially owned by Digipac, Pacific Star Capital and Pacific Star HSW. Mr. Tao disclaims beneficial ownership of the shares of Common Stock beneficially owned by Digipac and Pacific Star HSW, except to the extent of his pecuniary interest therein.
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4.
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Includes
850,000
shares of Common Stock issuable upon exercise of options.
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5.
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Based on information provided by Mr. Osrow, who resigned from his position as our Chief Financial Officer effective May 15, 2018.
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6.
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Includes
252,857
shares of Common Stock issuable upon exercise of options.
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7.
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Includes
250,000
shares of Common Stock issuable upon exercise of options.
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8.
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Consists of
125,000
shares of Common Stock issuable upon exercise of options.
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9.
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Consists of
75,000
shares of Common Stock issuable upon exercise of options.
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10.
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Consists of 5,841,211 shares of Common Stock and
5,975,607
shares of Common Stock issuable upon exercise of options. Excludes shares beneficially owned by Mr. Osrow, who is no longer an executive officer of Remark.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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Year Ended December 31,
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2018
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2017
|
||||
Audit
|
$
|
616
|
|
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$
|
390
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Audit-related
|
—
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—
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Tax
|
—
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|
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—
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All other
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13
|
|
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5
|
|
||
Total
|
$
|
629
|
|
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$
|
395
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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REMARK HOLDINGS, INC.
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Date:
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April 30, 2019
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By:
|
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/s/ Alison Davidson
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Alison Davidson
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Interim Chief Financial Officer
|
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|
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(principal financial officer)
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Name
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Title
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Date
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/s/ Kai-Shing Tao
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Kai-Shing Tao
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Chief Executive Officer and Chairman
(principal executive officer)
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April 30, 2019
|
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/s/ Alison Davidson
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Alison Davidson
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Interim Chief Financial Officer
(principal financial and accounting officer) |
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April 30, 2019
|
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/s/ Theodore Botts
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Theodore Botts
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Director
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April 30, 2019
|
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/s/ Brett Ratner
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Brett Ratner
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Director
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April 30, 2019
|
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/s/ William Grounds
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William Grounds
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Director
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April 30, 2019
|
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/s/ Daniel Stein
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|
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Daniel Stein
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Director
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April 30, 2019
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1 Year Remark Chart |
1 Month Remark Chart |
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