Remark Holdings Inc.

02/21/2024 | Press release | Distributed by Public on 02/21/2024 15:02

Material Agreement - Form 8-K

Item 1.01. Entry Into a Material Definitive Agreement.

On February 14, 2024, 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, as previously amended on January 5, 2023, July 12, 2023, August 10, 2023, September 15, 2023 and January 9, 2024 (the "Amended ELOC Purchase Agreement").

Under the Letter Agreement, the parties agreed, among other things, (i) to redefine the definition of Principal Market to include markets in addition to the Nasdaq Capital Market and the OTC Bulletin Board, (ii) that Ionic will forbear from enforcing any noncompliance with the covenants in the Amended ELOC Purchase Agreement as a result of Remark's delisting from Nasdaq and any related suspension of trading on Nasdaq, and (iii) to clarify that we can still issue Regular Purchase Notices despite the delisting from Nasdaq and any related suspension of trading on Nasdaq so long as the Principal Market is either the OTCQB, OTCQX, or OTCBB and each Regular Purchase does not exceed $500,000.

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