Item 1.01. Entry Into a Material Definitive Agreement.

On January 5, 2023, Remark Holdings, Inc. ("Remark," "we," "us" or "our") and Ionic Ventures, LLC ("Ionic") entered into a letter agreement (the "Letter Agreement") which amends the Purchase Agreement, dated as of October 6, 2022, by and between Remark and Ionic (the "ELOC Purchase Agreement").

Under the Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of our common stock under the ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the ELOC Purchase Agreement to 90% of the average of the two lowest daily volume-weighted average prices ("VWAPs") over a specified measurement period, which will commence at the conclusion of the applicable measurement period in the Amended and Restated Subordinated Convertible Debenture, dated as of November 7, 2022 issued to Ionic (the "Debenture") and (iii) waive certain requirements in the ELOC Purchase Agreement to allow for a one-time $500,000 purchase under the ELOC Purchase Agreement.

As partial consideration for the waiver to allow for the $500,000 purchase by Ionic, Remark agreed to issue to Ionic that number of shares equal to the difference between (x) the variable conversion price in the Debenture, and (y) the calculation achieved as a result of the following formula: 80% (or 70% if our common stock is not then trading on Nasdaq) of the lowest VWAP starting on the trading day immediately following the receipt of pre-settlement conversion shares following the date on which the Debenture automatically converts or other relevant date of determination and ending the later of (a) 10 consecutive trading days after (and not including) the Automatic Conversion Date or such other relevant date of determination and (b) the trading day immediately after shares of our common stock in the aggregate amount of at least $13,900,000 shall have traded on Nasdaq.

The foregoing descriptions of Letter Agreement do not purport to be complete and are qualified in their entirety to the full text of such document, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits

    Exhibit                                            Description

      10.1               Letter Agreement, dated as of January 5, 2023, by and between Remark
                       Holdings, Inc. and Ionic Ventures, LLC.
      104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses