Item 1.01 Entry into a Material Definitive Agreement
On October 31, 2024, Remark Holdings, Inc. (the "Corporation", "Remark," "we," "us" or "our") entered into a stock purchase agreement (the "Tao Stock Purchase Agreement") pursuant to which it issued 150,000 shares of its Series A Redeemable Voting Preferred Stock (the "Series A Preferred Stock") to Remark's Chief Executive Officer, Kai-Shing Tao. The summary of the Series A Preferred Stock set forth in Item 3.03 below is incorporated herein by reference.
Also on October 31, 2024, we entered into a voting agreement (the "Tao Voting Agreement") with Mr. Tao pursuant to which Mr. Tao agreed to vote the shares of Series A Preferred Stock only in accordance with the recommendations of our Board of Directors with respect to the Voting Proposals.
The foregoing descriptions of the Tao Stock Purchase Agreement and the Tao Voting Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts of the Tao Stock Purchase Agreement and the Tao Voting Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
We relied upon an exemption from registration in accordance with Section 4(a)(2) of the Securities Act of 1933 because this issuance does not constitute a public offering of our shares of Series A Preferred Stock.