Remark Holdings Inc 2025年季度报告

FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 For the quarterly period ended September 30, 2024 Commission File Number 001-33720 Remark Holdings, Inc. DelawareState of Incorporation 33-1135689 IRS Employer Identification Number 800 S. Commerce St.Las Vegas, NV 89106 Address, including zip code, of principal executive offices 702-701-9514 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Name of each exchange on whichregistered Title of each class Trading Symbol Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☐ As of January 8, 2025, a total of 61,902,455 shares of the issuer’s common stock were outstanding. TABLE OF CONTENTS PART I Item 1.Financial Statements1Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited)and December 31, 20231Unaudited Condensed Consolidated Statements of Operations andComprehensive Loss for the three and nine months ended September 30, 2024and 20232Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for thethree and nine months ended September 30, 2024 and 20233Unaudited Condensed Consolidated Statements of Cash Flows for the ninemonths ended September 30, 2024 and 20234Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management's Discussion and Analysis of Financial Condition and Results ofOperations24Item 3.Quantitative and Qualitative Disclosures About Market Risk32Item 4.Controls and Procedures32 PART II Item 1.Legal Proceedings33Item 1A.Risk Factors33Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34Item 3.Defaults Upon Senior Securities34Item 4.Mine Safety Disclosures34Item 5.Other Information34Item 6.Exhibits35Signature37 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The following information should be read in conjunction with our unaudited condensed consolidatedfinancial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this“Form 10-Q”) and our audited consolidated financial statements and related notes included in the AnnualReport on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities andExchange Commission (the “SEC”) on April 15, 2024, as amended on April 29, 2024, (the “2023 Form 10-K”). In addition to historical information, this Form 10-Q includes “forward-looking statements” about theplans, strategies, objectives, goals or expectations of Remark Holdings, Inc. and subsidiaries (“Remark”,“we”, “us”, “our”). You will find forward-looking statements principally in the sections entitled “Risk Factors”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Suchforward-looking statements are identifiable by words or phrases indicating that Remark or management“expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,”“may,” “could,” “should,” or “will likely” result, occur or be pursued or “continue” in the future, that the“outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,”“priority,” “strategy,” “focus,” that we are “positioned” for a particular result, or similarly-statedexpectations. You should not place undue reliance on these forward-looking statements, which speakonly as of the date of this report or such other report, release, presentation, or statement. The forward-looking statements contained in this Form 10-Q are based o