Remark Holdings, Inc. (MARK) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Stockholders of Remark Holdings, Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question-and-answer session. [Operator Instructions]. It is now my pleasure to turn today's meeting over to Mr. Todd Brown serving as presiding officer for the company. Mr. Brown, the floor is yours.

Thank you, and good afternoon. I am Todd Brown, and I'll be serving as the presiding officer today. Welcome to the Remark Holdings, Inc. Special Meeting of Stockholders. The rules of conduct for today's meeting are posted on the virtual meeting portal. Please take a minute and read those as we begin this meeting. Please note that anybody who has logged into the virtual meeting portal as a stockholder may submit a question through the portal. For our rules of conduct, we will only answer questions related to the matters to be conducted at this meeting. After reviewing submissions via the portal, we will address appropriate questions when the polls are open for voting. On the call with me today is Ted Botts, our Chairman of the Audit Committee of Remark Holdings, Inc. We will first conduct the formal business of this meeting and vote on the matters presented in the notice of Special Meeting of Stockholders. There is, before this meeting, a list of stockholders entitled to vote at this meeting furnished by Computershare, the company's transfer agent. The list is posted on the virtual meeting portal and will be available for inspection throughout this meeting. Also posted on the virtual meeting portal is a copy of the Notice of Special Meeting of Stockholders and the proxy statement mailed beginning on or about October 24, 2022 to each stockholder of record at the close of business on October 11, 2022, the record date for today's meeting, together with an affidavit of due mailing of such notice. The affidavit and the notice will be appended to the minutes of this meeting, together with a copy of the proxy statement. Consuelo Galicia of Computershare has been appointed as inspector of election at this meeting. She is neither a director nor an employee of the company. Her oath of inspector of election has been submitted to this meeting and will be appended to the minutes. The inspector of election has examined proxies. Her report of stockholders represented at this meeting has been submitted and indicates that holders of shares in excess of the number necessary to constitute a quorum are represented by proxy. Having reported that a quorum is present for the transaction of business, I declare that the Special Meeting of Stockholders of Remark Holdings, Inc. is duly and legally convened. As indicated in the Notice of Special Meeting of Stockholders, we are scheduled to conduct 2 items of business today at this meeting: to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of all the outstanding shares of our common stock at a ratio of not less than 1-for-10 and not more than 1-for-20, with the exact ratio to be set as a whole number in that range by our Board of Directors in its sole discretion; and also to approve in accordance with NASDAQ Rule 5635(d) the potential issuance of 20% or more of our common stock pursuant to our convertible subordinated debenture and equity line of credit with Ionic Ventures, LLC. The Board of Directors has recommended a vote in favor of the reverse stock split proposal and a vote for the NASDAQ proposal. At this point, I now declare the polls are open for voting. If you have not voted or if you wish to change your vote, you may do so now by clicking on the link provided in the virtual meeting portal. Any stockholder who has already voted and does not want to change their vote, need not take any further action at this time. We will now pause for about 30 seconds to allow for any last-minute votes, and to review any submitted questions. [Voting]

Okay. Having reviewed the portal, I do not see any questions submitted at this time. We will now declare the polls closed. Based on the preliminary review of the votes cast, the inspector has informed me that all votes are in. Now the inspector of election will tabulate the vote and submit a report in writing to me. All right. The inspector of election has submitted her written report. The report indicates that the stockholders have duly voted for the reverse stock split and for the potential issuance of 20% or more of our common stock pursuant to the convertible subordinated debenture, an equity line of credit with Ionic Ventures. There being no further business to come before this meeting and in the absence of any other objection, I declare this Special Meeting of Stockholders adjourned. Thank you all for participating today, and enjoy the rest of your day.

This concludes the meeting. You may now disconnect.