Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

Commission File Number 001-33720

Remark Holdings, Inc.

Delaware

33-1135689

State of Incorporation

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant 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 the Exchange Act). Yes ☐ No ☑

As of August 15, 2024, a total of 50,952,060 shares of the issuer’s common stock were outstanding.

TABLE OF CONTENTS


PART I
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets at June 30, 2024 (unaudited) and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signature	37


Table of Contents			i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following information should be read in conjunction with our unaudited condensed consolidated financial 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange 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 the plans, 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.” Such forward-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-stated expectations. You should not place undue reliance on these forward-looking statements, which speak only 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 on the expectations, estimates, projections, beliefs, and assumptions of our management based on information available to management as of the date on which this Form 10-Q was filed with the SEC, or as of the date on which the information incorporated by reference was filed with the SEC, as applicable, all of which are subject to change. Forward-looking statements are subject to risks, uncertainties, and other factors that are difficult to predict and could cause actual results to differ materially from those stated or implied by our forward-looking statements.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this report and other periodic reports filed with the SEC, there are many important factors that could cause actual results to differ materially. Such risks and uncertainties include general business conditions, changes in overall economic conditions, our ability to integrate acquired assets, the impact of competition and other factors which are often beyond our control.

This should not be construed as a complete list of all of the economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, operations, liquidity, financial condition and prospects. We undertake no obligation to update or revise our forward-looking statements to reflect developments that occur or information that we obtain after the date of this report.


Table of Contents			ii

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(dollars in thousands, except share and per share amounts)




	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Cash	$	438	$	145
Trade accounts receivable, net	4,361		1,287
Inventory, net	646		750

Deferred cost of revenue, current	—		6,644
Prepaid expense and other current assets	492		614
Total current assets	5,937		9,440
Deferred cost of revenue, long-term	6,290		—
Property and equipment, net	634		189
Operating lease assets	372		517
Other long-term assets	71		90
Total assets	$	13,304	$	10,236
Liabilities
Accounts payable	$	13,023	$	9,348
Advances from related parties	1,036		1,595
Obligations to issue common stock	12,548		10,033
Accrued expense and other current liabilities (including $1,356 and $495 of delinquent payroll taxes as of June 30, 2024 and December 31, 2023, respectively)	13,203		11,531
Contract liability	418		570
Notes payable (including a past due amount of $16,307 as of each of June 30, 2024, and December 31, 2023)	16,496		16,463
Funds received in advance of potential financing	2,750		—
Total current liabilities	59,474		49,540

Operating lease liabilities, long-term	179		286


Total liabilities	59,653		49,826

Commitments and contingencies

Stockholders’ Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; zero issued	—		—
Common stock, $0.001 par value; 175,000,000 shares authorized; 49,872,060 and 22,038,855 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	50		22
Additional paid-in-capital	391,538		379,244
Accumulated other comprehensive loss	(1,217)		(1,186)
Accumulated deficit	(436,720)		(417,670)
Total stockholders’ deficit	(46,349)		(39,590)
Total liabilities and stockholders’ deficit	$	13,304	$	10,236

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			1			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(dollars in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	3,699	$	3,167	$	4,086	$	3,993
Cost and expense
Cost of revenue (excluding depreciation and amortization)	2,925		2,511		3,275		2,966
Sales and marketing	269		387		569		753
Technology and development	366		567		712		736
General and administrative	3,294		3,244		6,317		6,077
Depreciation and amortization	58		25		122		71
Impairments	—		392		—		392

Total cost and expense	6,912		7,126		10,995		10,995
Operating loss	(3,213)		(3,959)		(6,909)		(7,002)
Other expense
Interest expense	(961)		(858)		(1,904)		(2,402)
Finance cost related to obligations to issue common stock	(925)		(1,050)		(10,072)		(4,626)


Other loss, net	(160)		(7)		(165)		(6)
Total other expense, net	(2,046)		(1,915)		(12,141)		(7,034)


Net loss	$	(5,259)	$	(5,874)	$	(19,050)	$	(14,036)
Other comprehensive income
Foreign currency translation adjustments	46		(227)		(31)		(545)
Comprehensive loss	$	(5,213)	$	(6,101)	$	(19,081)	$	(14,581)

Weighted-average shares outstanding, basic and diluted	45,683,329		14,132,862		39,928,507		13,819,643


Net loss per share, basic and diluted	$	(0.12)	$	(0.42)	$	(0.48)	$	(1.02)

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			2			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands, except number of shares)


	Three Months Ended June 30, 2024
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at March 31, 2024	41,153,044	$	41	$	390,247	$	(1,263)	$	(431,461)	(42,436)
Net loss	—	—		—		—		(5,259)		(5,259)

Common stock issued pursuant to agreements with Ionic (Note 12)	8,719,016	9		1,291		—		—		1,300

Foreign currency translation	—	—		—		46		—		46
Balance at June 30, 2024	49,872,060	$	50	$	391,538	$	(1,217)	$	(436,720)	$	(46,349)

	Three Months Ended June 30, 2023
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at March 31, 2023	13,633,992	$	14	$	372,071	$	(1,177)	$	(396,685)	$	(25,777)
Net loss	—	—		—		—		(5,874)		(5,874)
Share-based compensation	—	—		12		—		—		12
Common stock issued pursuant to agreements with Ionic (Note 12)	2,978,274	3		3,434		—		—		3,437

Foreign currency translation	—	—		—		(227)		—		(227)

Balance at June 30, 2023	16,612,266	$	17	$	375,517	$	(1,404)	$	(402,559)	$	(28,429)

	Six Months Ended June 30, 2024
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at December 31, 2023	22,038,855	$	22	$	379,244	$	(1,186)	$	(417,670)	$	(39,590)
Net loss	—	—		—		—		(19,050)		(19,050)
Share-based compensation	—	—		15		—		—		15
Common stock issued pursuant to agreements with Ionic (Note 12)	27,833,205	28		12,279		—		—		12,307

Foreign currency translation	—	—		—		(31)		—		(31)
Balance at June 30, 2024	49,872,060	$	50	$	391,538	$	(1,217)	$	(436,720)	$	(46,349)

	Six Months Ended June 30, 2023
	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at December 31, 2022	11,539,564	$	12	$	368,945	$	(859)	$	(388,523)	$	(20,425)
Net loss	—	—		—		—		(14,036)		(14,036)
Share-based compensation	—	—		156		—		—		156



Common stock issued pursuant to agreements with Ionic (Note 12)	5,072,702	5		6,416		—		—		6,421

Foreign currency translation	—	—		—		(545)		—		(545)

Balance at June 30, 2023	16,612,266	$	17	$	375,517	$	(1,404)	$	(402,559)	$	(28,429)

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			3			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(dollars in thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(19,050)	$	(14,036)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	122		71
Share-based compensation	6		153

Cost of extending note payable	—		750
Finance cost related to obligations to issue common stock	10,072		4,626
Accrued interest included in note payable	—		1,139


Impairment of assets	—		392
Provision for doubtful accounts	255		138
Other	18		36
Changes in operating assets and liabilities:
Accounts receivable	(3,386)		(957)
Inventory	99		(42)
Deferred cost of revenue	354		1,865
Prepaid expense and other assets	(16)		13
Operating lease assets	145		(607)
Accounts payable, accrued expense and other liabilities	5,512		745
Contract liability	(138)		145
Operating lease liabilities	(107)		342
Net cash used in operating activities	(6,114)		(5,227)
Cash flows from investing activities:

Purchases of property, equipment and software	(567)		(6)
Payment of amounts capitalized to software in progress	—		—
Net cash used in investing activities	(567)		(6)
Cash flows from financing activities:

Funds received in advance of potential financing	2,750		—
Proceeds from obligations to issue common stock - ELOC	4,750		3,000
Proceeds from obligations to issue common stock - Debentures	—		2,500
Proceeds from debt	50		—
Advances from related parties	720		697
Repayments of advances from related parties	(1,279)		(792)
Repayments of debt	(17)		(16)
Net cash provided by financing activities	6,974		5,389
Net change in cash	293		156
Cash:
Beginning of period	145		52
End of period	$	438	$	208

Supplemental cash flow information:
Cash paid for interest	$	150	$	988

Supplemental schedule of non-cash investing and financing activities:

Issuance of common stock - Ionic ELOC and Debentures (Note 12)	$	12,307	$	6,421



Purchase of property and equipment pursuant to notes payable	$	21	$	—

See Notes to Unaudited Condensed Consolidated Financial Statements


Table of Contents			4			Financial Statement Index

REMARK HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2024 and 2023

NOTE 1. ORGANIZATION AND BUSINESS

Organization and Business

Remark Holdings, Inc. and its subsidiaries (“Remark”, “we”, “us”, or “our”) constitute a diversified global technology business with leading artificial intelligence (“AI”) and data-analytics solutions. The common stock of Remark Holdings, Inc. is traded in the OTCQX Best market under the ticker symbol MARK.

We primarily sell AI-based products and services. We currently recognize substantially all of our revenue from the U.S., with additional revenue from sales in the U.K. and China.

Going Concern

During the six months ended June 30, 2024, and in each fiscal year since our inception, we have incurred operating losses which have resulted in a stockholders’ deficit of $46.3 million as of June 30, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $6.1 million during the six months ended June 30, 2024. As of June 30, 2024, our cash balance was $0.4 million. Also, we did not make required repayments of the outstanding loans under the 2023 Mudrick Loan Agreement when due (see Note 10 for more information) and we have accrued approximately $1.4 million of delinquent payroll taxes.

Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to, and management has concluded that there is, substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We intend to fund our future operations and meet our financial obligations through revenue growth from our AI and data analytics offerings. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings.

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of the COVID-19 pandemic, global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital.

A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include the lingering effects of the COVID-19 pandemic in China, regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans:

•develop and grow new product line(s)

•obtain additional capital through debt and/or equity issuances.

However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to September 30, 2024.

Reclassification

On our consolidated balance sheet for the year ended December 31, 2023, we reclassified approximately $0.4 million from Accrued expense and other current liabilities to Advances from related parties to conform to the current year presentation.


Table of Contents			5			Financial Statement Index

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2024, with the audited Consolidated Balance Sheet amounts as of December 31, 2023 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2024 in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading.

Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period.

Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of June 30, 2024, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Consolidation

We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.

Use of Estimates

We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, deferred cost of revenue, share-based compensation, deferred income taxes, and inventory reserve, among other items.

Cash

Our cash consists of funds held in bank accounts.

We maintain cash balances in United States dollars (“USD”), British pounds (“GBP”), Chinese Yuan (“CNY”) and Hong Kong dollars (“HKD”).


Table of Contents			6			Financial Statement Index

The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands):




	June 30, 2024		December 31, 2023
Cash denominated in:
USD	$	417	$	31
CNY	16		109
GBP	4		1
HKD	1		4
Total cash	$	438	$	145

We maintain substantially all of our USD-denominated cash at a U.S. financial institution where the balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, however, our cash balances may exceed the FDIC-insured limit. As of June 30, 2024, we do not believe we have any significant concentrations of credit risk. Cash held by our non-U.S. subsidiaries is subject to foreign currency fluctuations against the USD, although such risk is somewhat mitigated because we transfer U.S. funds to China to fund local operations. If, however, the USD is devalued significantly against the CNY, our cost to further develop our business in China could exceed original estimates.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows:

Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities;

Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and

Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable.

The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available.

We believe the reported carrying amounts for cash, receivables, prepaids and other current assets, accounts payable, accrued expense and other current liabilities, and short-term debt approximate their fair values because of the short-term nature of these financial instruments.

Foreign Currency Translation

We report all currency amounts in USD. Our overseas subsidiaries, however, maintain their books and records in their functional currencies, which are GBP in the United Kingdom (“U.K.”) and CNY in China.

In general, when consolidating our subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit.


Table of Contents			7			Financial Statement Index

We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:


	2024	2023
Exchange rates at June 30th:
GBP:USD	1.264	1.266
CNY:USD	0.138	0.138
HKD:USD	0.128	0.128

Average exchange rate during the six months ended June 30th:
CNY:USD	0.138	0.143
GBP:USD	1.270	1.252

Revenue Recognition

AI-Based Products

We generate revenue by developing AI-based products, including fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI-based products, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have performance obligations to provide fully-integrated AI solutions to our customer and we recognize revenue at the point in time when each performance obligation is completed and delivered to, tested by and accepted by our customer.

We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and collectability of consideration from the customer is probable.

When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation.

For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation.

For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects.

We record the incremental costs of obtaining contracts as an expense when incurred.

We offer extended warranties on our products for periods of one to three years. Revenue from these extended warranties is recognized on a straight-line basis over the warranty contract term.

Other

We generate revenue from other sources, such as from advertising and marketing services. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised


Table of Contents			8			Financial Statement Index

promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less.

Inventory

We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated sales forecasts. At June 30, 2024 and December 31, 2023, reserve for inventory was $2.2 million and $2.2 million, respectively.

Internal Use Software

We acquire or develop applications and other software that help us meet our internal needs with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software. We amortize our internal use software on a straight-line basis over an estimated useful life of three years. If we identify any internal use software to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Once we have fully amortized internal use software costs that we capitalized, we remove such amounts from their respective accounts.

Net Income (Loss) per Share

We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.

For the six months ended June 30, 2024 and 2023, there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive.

Securities which may have affected the calculation of diluted earnings per share for the three and six months ended June 30, 2024 if their effect had been dilutive include 1,518,078 total outstanding options to purchase our common stock, 1,007,441 outstanding warrants to purchase our common stock, as well as an estimated 101,193,753 shares of our common stock issuable to Ionic Ventures, LLC (“Ionic”) in relation to our transactions with Ionic (see Note 12).

Segments

Existing GAAP, which establishes a management approach to segment reporting, defines operating segments as components of an entity about which separate, discrete financial information is available for evaluation by the chief operating decision maker. We have identified our Chief Executive Officer as our chief operating decision maker, who reviews operating results to make decisions about allocating resources and assessing performance based upon only one operating segment.


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Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. For us, ASU 2023-07 will be effective on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on our results of operations, financial position or cash flows.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

NOTE 3. CONCENTRATION OF RISK

Revenue and Accounts Receivable

The disaggregation of revenue tables in Note 4 demonstrate the concentration in our revenue from certain products and the geographic concentration of our business. We also have a concentration in the volume of business we transacted with customers, as during the six months ended June 30, 2024, apart from a de minimis amount, essentially all of our revenue resulted from one customer, while during six months ended June 30, 2023, three of our customers represented about 40%, 35% and 11%, respectively, of our revenue. At June 30, 2024, net accounts receivable from one of our customers represented about 87% of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 37%, 34% and 12%, respectively, of our net accounts receivable.

Deferred Cost of Revenue

See Note 6 for a discussion of a risk concentration regarding our deferred cost of revenue.

Cost of Sales and Accounts Payable

The various hardware we purchase to fulfill our contracts with customers is not especially unique in nature. Based on our analysis, we believe that should any disruption in our current supply chain occur, a sufficient number of alternative vendors is available to us, at reasonably comparable specifications and price, such that we would not experience a material negative impact on our ability to procure the hardware we need to operate our business.

NOTE 4. REVENUE

We primarily sell AI-based products and services based upon computer vision and other technologies.

We do not include disclosures related to remaining performance obligations because substantially all our contracts with customers have an original expected duration of one year or less or, with regard to our stand-ready obligations, the amounts involved are not material.


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Disaggregation of Revenue

The following table presents a disaggregation of our revenue by category of products and services (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
AI-based products and services	$	3,699	$	3,105	$	4,086	$	3,826
Other	—		62		—		167
Revenue	$	3,699	$	3,167	$	4,086	$	3,993

The following table presents a disaggregation of our revenue by country (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
China	$	—	$	3,097	$	387	$	3,840
United States and United Kingdom	3,699		70		3,699		153

Revenue	$	3,699	$	3,167	$	4,086	$	3,993

Significant Judgments

When accounting for revenue we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of current GAAP regarding revenue, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue.

Contract Assets and Contract Liabilities

We do not currently generate material contract assets. During the six months ended June 30, 2024, our contract liability changed only as a result of routine business activity.

During the six months ended June 30, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material.

During the six months ended June 30, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods.

Certain Agreements Related to AI-Based Product Sales in China

We completed certain projects in China during the year ended December 31, 2023 worth approximately $1.4 million, but the agreement did not meet the criteria for revenue recognition on an accrual basis. We will recognize the revenue from such agreement as we receive the cash. We recognized approximately $0.4 million of such amount during the six months ended June 30, 2024.


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NOTE 5. TRADE ACCOUNTS RECEIVABLE




	June 30, 2024		December 31, 2023
U.S. and U.K.
Gross accounts receivable balance	$	3,722	$	62
Allowance for bad debt	(42)		(42)
Accounts receivable, net - U.S. and U.K.	$	3,680	$	20

China
Gross accounts receivable balance	$	6,530	$	7,001
Allowance for bad debt	(5,849)		(5,734)
Accounts receivable, net - China	$	681	$	1,267
Total accounts receivable - net	$	4,361	$	1,287

Generally, it is not unusual for Chinese entities to pay their vendors on longer timelines than the timelines typically observed in U.S. commerce. Trade receivables related to our China AI projects at June 30, 2024 and December 31, 2023; including approximately $0.7 million and $0.7 million, respectively, of trade receivables from projects related to work with our China Business Partner (see Note 16 for more information regarding our China Business Partner and related accounting); represented essentially all our gross trade receivables in each such period. When evaluating for current expected credit losses during 2023, we took into account our historical experience as well as our expectations based upon how we believe the COVID-19 pandemic has caused lingering effects on us and our customers.

NOTE 6. DEFERRED COST OF REVENUE

Deferred cost of revenue as of June 30, 2024 and December 31, 2023 of $0.0 million and $6.6 million, respectively, represent amounts we have paid in advance to vendors who provide services to us in relation to various projects in China. Specifically, the deferred cost of revenue balance as of June 30, 2024, a large percentage of which was paid to a single vendor in 2022 for project installations we expect will be provided to us through our China Business Partner (described in more detail in Note 16), will be utilized as the vendors install our software solutions and/or hardware at numerous sites across various regions of China for our customers and as the vendors perform other services for us pursuant to customer requirements. Because most of the projects for which we have engaged the vendors require purchases of hardware, equipment and/or supplies in advance of site visits, we made the prepayments in anticipation of several large batches of project installations. We did not make any additional advance payments to vendors in 2024 related to projects, and we were able to complete installations of projects that reduced by $0.4 million the deferred cost of revenue balance associated with the vendor which performs the project installations provided to us through our China Business Partner.

Lengthy COVID-19 related lockdowns that occurred in various regions in China during 2022 were the initial cause of delays in completing projects for which we had paid in advance. A slow recovery from such lockdowns in addition to increased political tensions between the U.S. and China led to our decision to reduce staff in China, all of which has made progress in completing projects slow. The balance of deferred cost of revenue as of June 30, 2024 can be fully recovered, given that the vendors are able to perform the installations, but completing the projects in China and fully recovering the deferred cost of revenue balance will require additional capital resources. While we have turned our focus to expanding our business outside of China, we will continue working to complete the projects in China, though we may have to impair the asset in future periods to the extent our capital resources are not sufficient to complete all such projects. Given that we have limited capital resources for China, which could cause further delays in completing the projects associated with the deferred cost of revenue, we have reclassified the balance of deferred cost of revenue as a long-term asset as of June 30, 2024.


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NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS

The following table presents the components of prepaid expense and other current assets (in thousands):




	June 30, 2024		December 31, 2023


Other receivables	2		147
Prepaid expense	369		339
Deposits	121		128


Total	$	492	$	614

NOTE 8. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands, except estimated lives):




	Estimated Life (Years)	June 30, 2024		December 31, 2023
Vehicles	3	$	153	153
Computers and equipment	3	1,232		$	1,217
Furniture and fixtures	3	42		42
Software	3	4,609		4,082
Leasehold improvements	3	206		204

Total property, equipment and software		$	6,242	$	5,698
Less accumulated depreciation		(5,608)		(5,509)
Total property, equipment and software, net		$	634	$	189

For the six months ended June 30, 2024 and 2023, depreciation (and amortization of software) expense was not material.

NOTE 9. ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES

The following table presents the components of Accrued expense and other current liabilities (in thousands):




	June 30, 2024		December 31, 2023
Accrued compensation and benefit-related expense	$	2,434	$	3,221
Accrued delinquent payroll taxes	1,356		495
Accrued interest	3,306		1,570
Other accrued expense	2,770		3,187
Other payables	2,202		2,138
Operating lease liability - current	249		288

Other current liabilities	886		632
Total	$	13,203	$	11,531


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NOTE 10. NOTES PAYABLE

The following table presents our notes payable (in thousands) as of:




	June 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
Other notes payable	189		156
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463

On December 3, 2021, we entered into a senior secured loan agreement (the “Original Mudrick Loan Agreement”) with certain of our subsidiaries as guarantors (the “Guarantors”) and certain institutional lenders affiliated with Mudrick Capital Management, LP (collectively, “Mudrick”), pursuant to which Mudrick extended credit to us consisting of term loans in the aggregate principal amount of $30.0 million (the “Original Mudrick Loans”). The Original Mudrick Loans bore interest at 16.5% per annum with an original maturity date of July 31, 2022.

As of December 31, 2022, the outstanding balance of the Original Mudrick Loans was $14.4 million, and approximately $0.8 million of accrued interest was included in Accrued expense and other current liabilities. During the three months ended March 31, 2023, prior to the 2023 Mudrick Loan Agreement (defined below) canceling the Original Mudrick Loans, we accrued approximately $0.6 million additional interest expense on the Original Mudrick Loans, of which $0.3 million was paid during such period.

On March 14, 2023, we entered into a Note Purchase Agreement (the “2023 Mudrick Loan Agreement”) with Mudrick, pursuant to which all of the Original Mudrick Loans were cancelled in exchange for new notes payable to Mudrick (the “2023 Mudrick Notes”) in the aggregate principal amount of approximately $16.3 million. The principal balance of the 2023 Mudrick Notes at June 30, 2024 and December 31, 2023 included the $14.4 million outstanding balance of the Original Mudrick Loans, plus $1.1 million of accrued interest on the Original Mudrick Loans, plus a fee of approximately $0.8 million payable to Mudrick as consideration for cancelling the Original Mudrick Loans and converting all amounts outstanding thereunder into the 2023 Mudrick Notes. We recorded the $0.8 million as interest expense during the three months ended March 31, 2023.

The 2023 Mudrick Notes bore interest at a rate of 20.5% per annum, which was payable on the last business day of each month commencing on May 31, 2023. The interest rate increased by 2% and the principal amount outstanding under the 2023 Mudrick Notes and any unpaid interest thereon could become immediately due and payable upon the occurrence of any event of default under the 2023 Mudrick Loan Agreement. All amounts outstanding under the 2023 Mudrick Notes, including all accrued and unpaid interest, became due and payable in full on October 31, 2023.

To secure the payment and performance of the obligations under the Original Mudrick Loan Agreements and the 2023 Mudrick Loan Agreement, we, together with certain of our subsidiaries (the “Guarantors”), granted to TMI Trust Company, as the collateral agent for the benefit of Mudrick, a first priority lien on, and security interest in, all assets of Remark and the Guarantors, subject to certain customary exceptions.

We did not make required repayments of the outstanding loans under the 2023 Mudrick Loan Agreement that were due beginning on June 30, 2023, which constitute events of default for which we have not received a waiver as of the date of this Form 10-Q. Please see Note 17 for additional information regarding transactions with Mudrick.

Other Notes Payable

The Other notes payable in the table above represent individually immaterial notes payable issued for the purchase of operating assets. Such notes payable bear interest at a weighted-average interest rate of approximately 6.0% and have a weighted-average remaining term of approximately 3.4 years.


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NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

As of June 30, 2024, we reported a liability of $2.8 million related to cash we received from an unrelated potential investor/creditor in advance of finalizing an agreement.

NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

Convertible Debentures

On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) and a purchase agreement (the “Original ELOC Purchase Agreement”) with Ionic. Pursuant to the 2022 Debenture Purchase Agreement, we issued a convertible subordinated debenture in the original principal amount of approximately $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million. The 2022 Debenture automatically converted into shares of our common stock (the “2022 Debenture Settlement Shares”) on November 17, 2022 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the 2022 Debenture, we initially estimated the obligation to issue common stock at approximately $3.6 million. As of December 31, 2022, we estimated such obligation to have a fair value of $1.9 million, representing an additional 1,720,349 shares to be issued pursuant to the 2022 Debenture. When the measurement period for determining the conversion price of the 2022 Debenture was completed, we determined that the final number of 2022 Debenture Settlement Shares would be 3,129,668 (inclusive of 898,854 shares that were issued during 2022), resulting in the issuance of an additional 2,230,814 shares during 2023 with a fair value of $3.1 million.

On March 14, 2023, we entered into a new debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of approximately $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of approximately $1.7 million for a purchase price of $1.5 million (the “First 2023 Debenture”), which was issued on March 14, 2023, and the second debenture is in the original principal amount of approximately $1.1 million for a purchase price of $1.0 million (the “Second 2023 Debenture” and collectively with the First Debenture, the “2023 Debentures”), which was issued on April 12, 2023. The 2023 Debenture automatically converted into shares of our common stock (the “2023 Debenture Settlement Shares”) on June 26, 2023 upon the effectiveness of a registration statement we filed pursuant to a registration rights agreement we entered into with Ionic. Upon issuance of the First 2023 Debenture and the Second 2023 Debenture, we initially estimated the obligations to issue common stock at an aggregate of approximately $4.1 million, or equivalent estimated issuable shares of 3,669,228. As of December 31, 2023, we estimated that an aggregate total of 9,383,966 shares remained to be issued upon conversion in full of the 2023 Debentures, representing obligations with an aggregate fair value of $4.6 million. When the measurement period for determining the conversion price of the 2023 Debentures was completed, we determined that the final number of 2023 Debentures Settlement Shares would be 16,928,989 (inclusive of 657,000 shares that were issued during 2023), resulting in the issuance during the six months ended June 30, 2024 of an additional 16,271,989 shares with a fair value of $10.3 million in final settlement of the 2023 Debentures.


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Equity Line of Credit

The Original ELOC Purchase Agreement, as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023 and September 15, 2023; as well as the first amendment on January 9, 2024, and subsequent letter agreement on February 14, 2024 (as amended, the “Amended ELOC Purchase Agreement”), provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $3.0 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. The number of shares that we can issue to Ionic from time to time under the Amended ELOC Purchase Agreement shall be subject to the condition that we will not sell shares to Ionic to the extent that Ionic, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of our common stock immediately after giving effect to such sale (the “Beneficial Ownership Limitation”).

In addition, Ionic will not be required to buy any shares of our common stock pursuant to a Purchase Notice on any trading day on which the closing trade price of our common stock is below $0.20 (as amended by the January 2023 Letter Agreement, as defined below). We will control the timing and amount of sales of our common stock to Ionic. Ionic has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the Amended ELOC Purchase Agreement. The Amended ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Ionic will not be required to purchase, any shares under the Amended ELOC Purchase Agreement if such issuance would violate Nasdaq rules, and we may, in our sole discretion, determine whether to obtain stockholder approval to issue shares in excess of 19.99% of our outstanding shares of common stock if such issuance would require stockholder approval under Nasdaq rules. Ionic has agreed that neither it nor any of its agents, representatives and affiliates will engage in any direct or indirect short-selling or hedging our common stock during any time prior to the termination of the Amended ELOC Purchase Agreement.

The Amended ELOC Purchase Agreement may be terminated by us at any time after commencement, at our discretion; provided, however, that if we sold less than $25.0 million to Ionic (other than as a result of our inability to sell shares to Ionic as a result of the Beneficial Ownership Limitation, our failure to have sufficient shares authorized or our failure to obtain stockholder approval to issue more than 19.99% of our outstanding shares), we will pay to Ionic a termination fee of $0.5 million, which is payable, at our option, in cash or in shares of common stock at a price equal to the closing price on the day immediately preceding the date of receipt of the termination notice. Further, the Amended ELOC Purchase Agreement will automatically terminate on the date that we sell, and Ionic purchases, the full $50.0 million amount under the agreement or, if the full amount has not been purchased, on the expiration of the 36-month term of the Amended ELOC Purchase Agreement.

On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the Original 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 Amended 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 Amended ELOC Purchase Agreement to 80% of the average of the two lowest daily VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the Amended ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the Amended ELOC Purchase Agreement.

As partial consideration for the waiver to allow for the $0.5 million purchase by Ionic, we agreed to issue to Ionic that number of shares (the “Letter Agreement Shares”) equal to the difference between (x) the variable conversion price in the 2022 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 2022 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 (as defined in the Amended ELOC Purchase Agreement) 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 $13.9 million shall have traded on Nasdaq.


Table of Contents			16			Financial Statement Index

As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares.

On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement, as previously amended on January 5, 2023. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million.

On January 9, 2024, we and Ionic entered into an amendment (the “First Amendment”) to the Amended ELOC Purchase Agreement. Under the First Amendment, the parties agreed, among other things, (i) to clarify that the Floor Price per the agreement is $0.25, (ii) to amend the per share purchase price for purchases under a Regular Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) to increase the frequency at which we can submit purchase notices, within limits, and (iv) to amend section 11(c) of the ELOC Purchase Agreement to increase the Additional Commitment Fee from $500,000 to approximately $3.8 million.

On February 14, 2024, we and Ionic entered into a letter agreement (the “February 2024 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the February 2024 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 OTCQX, OTCQB, or OTCBB and each Regular Purchase does not exceed $500,000.

As of December 31, 2023, we estimated that an additional 10,876,635 shares would be issued in settlement of our obligation to issue common stock under the ELOC Advances, representing an obligation with an aggregate fair value of $5.4 million. During the six months ended June 30, 2024, Ionic advanced to us a total of $4.8 million pursuant to the Amended ELOC Purchase Agreement. Upon issuance of the ELOC Advances during the six months ended June 30, 2024, we initially estimated the obligations to issue common stock at approximately $7.8 million (resulting in a finance cost of $3.0 million in excess of the $4.8 million advance), or equivalent estimated issuable shares of 24,965,987. During the six months ended June 30, 2024, we issued 11,561,216 shares with a fair value of $2.0 million in partial settlement of ELOC Advances. As of June 30, 2024, we estimated that an additional 101,193,753 shares with a fair value of $12.5 million would be issued in settlement of our obligation to issue common stock under the ELOC Advances.


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Accounting for the Debentures and the ELOC

Using the guidance in ASC Topic 480, Distinguishing Liabilities from Equity, we evaluated the 2023 Debenture Purchase Agreement and its associated First 2023 Debenture, and the Amended ELOC Purchase Agreement and its associated ELOC Advances, and determined that all represented obligations that must or may be settled with a variable number of shares, the monetary value of which was based solely or predominantly on a fixed monetary amount known at inception. Using a Level 3 input, we estimated the number of shares of our common stock that we would have to issue for each obligation and multiplied the estimated number of shares by the closing market price of our common stock on the measurement date to determine the fair value of the obligation. We then recorded the amount of the initial obligation in excess of the purchase price as finance cost. We remeasure each obligation at every balance sheet date until all shares representing the obligation have been issued, with the change in the amount of the obligation being recorded as finance cost. The following table shows the changes in our obligations to issue common stock (dollars in thousands):


	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Change in measurement of liability	5,674		1,367		7,041
Balance at June 30, 2024	$	—	$	12,548	$	12,548

Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Change in estimated number of shares issuable	6,888,023		76,912,347		83,800,370
Balance at June 30, 2024	—		101,193,753		101,193,753


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The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2024:


	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		1,367		7,041
Total	$	5,674	$	4,398	$	10,072

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2023:


	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	984	3,174
Change in measurement of liability	1,246		235		(38)		(22)		31		1,452
Total	$	1,246	$	1,844	$	294	$	227	$	1,015	$	4,626

NOTE 13. COMMITMENTS AND CONTINGENCIES

At June 30, 2024, we had no material commitments outside the normal course of business.

Contingencies

As of June 30, 2024, we were neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us and, therefore, we have not accrued any contingent liabilities.

NOTE 14. STOCKHOLDERS' DEFICIT

Equity Issuances

During the six months ended June 30, 2024, we issued a total of 27,833,205 shares with a fair value of $12.3 million to Ionic in full or partial settlement of ELOC Advances and convertible debentures pursuant to transactions with Ionic (see Note 12).


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Warrants

The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,007,441	$	39.90	2.7	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	—	—
Outstanding at June 30, 2024	1,007,441	$	39.90	2.2	$	—

Share-Based Compensation

We are authorized to issue equity-based awards under our 2014 Incentive Plan, our 2017 Incentive Plan and our 2022 Incentive Plan, each of which our stockholders have approved. We also award cash bonuses (“China Cash Bonuses”) to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date.

Stock options and China Cash Bonuses generally expire 10 years from the grant date. All forms of equity awards and China Cash Bonuses vest upon the passage of time, the attainment of performance criteria, or both. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from new authorized and unallocated shares available at the time of exercise.

The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,618,851	$	30.31	4.5	$	1
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(100,773)	57.37
Outstanding at June 30, 2024	1,518,078	$	28.52	4.2	$	—

Exercisable at December 31, 2023	1,598,754	30.67		4.4	$	—
Exercisable at June 30, 2024	1,500,747	28.82		4.1	$	—


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The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	56,750	$	30.86	5.1	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(13,000)	13.39
Outstanding at June 30, 2024	43,750	$	30.86	4.6	$	—

Exercisable at December 31, 2023	56,750	30.86		5.1	$	—
Exercisable at June 30, 2024	43,750	30.86		4.6	$	—

The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands):


	Six Months Ended June 30,		Year Ended December 31,
	2024		2023
Balance at beginning of period	$	11	$	32
Share-based compensation expense related to China Cash Bonuses	(9)		(21)
Balance at end of period	$	2	$	11

The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands):


	Six Months Ended June 30,
	2024		2023
Stock options	$	15	$	156
China Cash Bonuses	(9)		(3)
Total	$	6	$	153

We record share-based compensation expense in the books of the subsidiary that incurs the expense, while for equity-classified stock options we record the change in additional paid-in capital on the corporate entity because the corporate entity’s equity underlies such stock options.

NOTE 15. RELATED PARTY TRANSACTIONS

As of June 30, 2024 and December 31, 2023, we owed approximately $1.0 million and $1.6 million, respectively, to members of management representing various operating expense payments made on our behalf. The amounts due are unsecured and non-interest-bearing, with no formal terms of repayment.


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NOTE 16. CHINA BUSINESS PARTNER

We interact with an unrelated entity (the “China Business Partner”) in more than one capacity. Firstly, since 2020, we have been working with the China Business Partner to earn revenue by obtaining business from some of the largest companies in China. Secondly, our artificial intelligence business in the U.S. has purchased substantially all of its inventory from a subsidiary of the China Business Partner which manufactures certain equipment to our specifications. Though we did not make any such inventory purchases during the six months ended June 30, 2024, we did purchase software for internal use from the China Business Partner totaling approximately $0.3 million. In addition, a member of our senior leadership team maintains a role in the senior management structure of the China Business Partner.

During the six months ended June 30, 2024 and 2023, we recognized no or de minimis amounts of revenue from the relationship with the China Business Partner. At June 30, 2024 and December 31, 2023, in addition to the outstanding accounts receivable balances from the China Business Partner described in Note 5, we had outstanding accounts payable to the China Business Partner of $0.7 million and $0.7 million, respectively.

NOTE 17. SUBSEQUENT EVENTS

Mudrick Agreement

On August 5, 2024, we entered into an Exchange Agreement (the “Exchange Agreement”) with Mudrick Capital Management, L.P., on behalf of itself and the holders (the “Investors”) of 2023 Mudrick Notes in an aggregate principal amount of approximately $16.3 million (the “Original Principal”) pursuant to which the Investors and we exchanged the 2023 Mudrick Notes for newly-issued, secured convertible debentures issued by us (the “Secured Convertible Debentures”) in an aggregate principal amount equal to the sum of the Original Principal and accrued and unpaid interest on the Original Principal in the aggregate amount of approximately $3.7 million.

The Secured Convertible Debentures mature on May 15, 2025 and bear interest at a rate of 20.5% per annum, and the interest is payable in kind by our issuance to the Investors of shares of our common stock as described below. The Secured Convertible Debentures are convertible, at the option of the Investors, at any time, into such number of shares of our common stock equal to the principal amount of the Secured Convertible Debentures converted plus all accrued and unpaid interest on such principal amount at a conversion price equal the closing price of our common stock on the trading day immediately preceding the conversion date, subject to a floor price of $0.10, subject to (i) equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events and (ii) the availability of authorized shares of common stock which can be reserved for the purpose of such conversion.

In no event will the Investors be entitled to convert any portion of the Secured Convertible Debentures in excess of that portion which would result in beneficial ownership by it and its affiliates of more than 9.99% of the outstanding shares of common stock, unless such Investors deliver to us written notice at least sixty-one (61) days prior to the effective date of such notice that the provision be adjusted to 9.99%. The Secured Convertible Debentures provide that neither the Investors nor any affiliate may sell or otherwise transfer, directly or indirectly on any trading day any shares of our common stock an amount representing more than 10.0% of the trading volume of the common stock.

In addition, we can redeem the Secured Convertible Debentures at a redemption price equal to 100% of the sum of the principal amount of the Secured Convertible Debentures to be redeemed plus accrued interest, if any.

Upon the occurrence of events of default specified in the Secured Convertible Debentures, including the failure to pay the outstanding principal amount of the Secured Convertible Debentures and all accrued and unpaid interest thereon when due, the breach of the terms of the Exchange Agreement, the Secured Convertible Debentures or the Security Agreement (as defined below), the breach of Remark’s or the Guarantors (as defined below) representations and warranties in the Exchanges Agreement, the Secured Convertible Debentures or the Security Agreement, certain bankruptcy events with respect to Remark or the Guarantors, the failure to pay amounts due and payable under any indebtedness of Remark or a Guarantor in an amount in excess of $100,000 or a final judgment is entered against Remark or a Guarantor in an aggregate amount in excess of $100,000, all amounts owed under the Secured Convertible Debenture, together with default interest at 22.5% per annum, shall then become due and payable. In addition, the Collateral Agent (as defined below) shall have the right to exercise remedies set forth in the Security Agreement.


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pursuant to a Guaranty and Security Agreement dated as of August 5, 2024 (the “Security Agreement”), by and among us, as the Guarantors, the Investors and Argent Institutional Trust Company (the “Collateral Agent”).

Ionic Transactions

During August 2024, we issued a total of 1,080,000 shares to Ionic in partial settlement of ELOC Advances.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read our discussion and analysis of our financial condition and results of operations for the three months ended June 30, 2024 in conjunction with our condensed consolidated financial statements and notes thereto set forth in Part I, Item 1 of this Form 10-Q. Such discussion and analysis includes forward-looking statements that involve risks and uncertainties and that are not historical facts, including statements about our beliefs and expectations. You should also read Business, Risk Factors and Special Note Regarding Forward-Looking Statements in this Form 10-Q.

OVERVIEW

We are a diversified global technology business with leading AI and data-analytics, as well as a portfolio of digital media properties.

OUR BUSINESS

We generate revenue by using the proprietary data and AI software platform we developed to deliver AI-based computer vision products, computing devices and software-as-a-service solutions for businesses in many industries. We continue to partner with top universities on research projects targeting algorithm, artificial neural network and computing architectures which we believe will keep us among the leaders in technology development.

The primary focus of our business is promoting and facilitating the safety of our customers and their customers through our Smart Safety Platform (the “SSP”). The SSP, having won numerous industry and government benchmark tests for accuracy and speed, is a leading software solution for using computer vision to detect persons, objects and behavior in video feeds. Real-time alerts from the SSP allow operations staff to respond rapidly to prevent any events or activities that can endanger public security or workplace safety.

We deploy the SSP to integrate with each customer’s IT infrastructure, including, in many cases, cameras already in place at the customer’s location(s). When necessary, we also sell and deploy hardware to create or supplement the customer’s monitoring capabilities. Such hardware includes, among other items, cameras, edge computing devices and/or our Smart Sentry units. The Smart Sentry is a large mobile camera unit with a telescoping mast on which a high-quality camera is mounted. Based upon customer needs, the camera may have either standard vision and/or thermal vision capability. The camera works in conjunction with an edge computing device that is also mounted to the unit. The Smart Sentry is an example of how we incorporate the SSP in modern IT architectural concepts, including edge computing and micro-service architectures. Edge computing, for example, allows the SSP to conduct expensive computing tasks at distributed locations without requiring large data transmission over the internet, thereby dramatically reducing costs while integrating numerous and varied sensors at distributed locations.

We customize and sell our innovative AI-based computer vision products and solutions, including the SSP, to customers in the retail, construction, public safety, workplace safety and public sector markets. We have also developed versions of our solutions for application in the transportation and energy markets.


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Overall Business Outlook

Two primary factors have been affecting our business in recent quarters and occupying our focus as we plan for the future. We began 2023 having to deal with the slow economic recovery in China as municipalities and businesses there tried to return to fully-normalized operations following strict preventative measures related to the COVID-19 pandemic. As 2023 progressed, the rising political tensions between the U.S. and China reached a point that such tensions also negatively impacted our ability to complete projects in China on a similar pace as we had previously done by making it somewhat more difficult for an American company in the newer but rapidly-developing AI space to overcome politically-based perceptions and do business in China. Though we remain optimistic that political tensions between the U.S. and China will begin to relax, we expect that we may continue to face difficult-to-predict operating results in China for approximately the next 12 months. As a result, we began reducing staffing levels at our China subsidiaries early in the fourth quarter of 2023, such that we can still continue working with existing clients with our smaller footprint while saving on operating costs until such time as the political tensions ease and the business environment for American companies in the AI space in China becomes more conducive to again expand operations.

While we will continue to work with customers in China in the future as capital resources permit, we have been responding to the pandemic-related challenges and political tensions by looking for opportunities to expand our business in the Asia-Pacific region outside of China, where we believe there still are fast-growth AI market opportunities for our solutions, as well as by spending increasing amounts of effort developing business opportunities in the United States, the U.K., and in Central and South America, where we see demand for AI products and solutions in the workplace, government and public safety markets. For example, during the first quarter of 2024, we won a contract with a large school district in the U.S. During 2023, we began sales in the U.K. and Brazil, and we successfully signed initial contracts to assist expansion of our sales into Colombia, Malaysia, and India. Given the lack in those three respective countries and in Brazil of AI companies specializing in computer vision, we believe we have a first-mover advantage with regard to targeting the same industries that we have successfully targeted in China and which we have targeted in the U.S. and U.K. In addition, we anticipate expanding sales into the Middle East during the second half of 2024, which expansion we do not believe will be affected by the current geopolitical situation in that region.

In conjunction with the geographic diversification of our business, we believe we can more rapidly and more efficiently develop and increase our market presence in the various industries that we have identified as being most important by establishing business relationships with channel partners and larger players that can assist us with our sales efforts. To that end, we have been discussing such relationship possibilities with large, established players in the information technology and burgeoning AI space which could provide us with access to their respective online marketplaces and other sales channels as well.

Despite our efforts, pandemics of any type and any resulting preventative measures, as well as economic and geopolitical conditions in some international regions, could affect our business and we cannot be sure what the ultimate effects will be. We will continue to pursue geographic diversification, but anticipating when, or if, we can close on the opportunities in front of us is difficult. In addition, we may face a large number of well-known competitors which would make deploying our software solutions in the market segments we have identified difficult.

Inflation and Supply Chain

Other than the impact of inflation on the general economy, we do not believe that inflation has had a material effect on our operations to date. However, there is a risk that our operating costs could be subject to inflationary pressures in the future, which would have the effect of increasing our operating costs and cause additional stress on our working capital resources.

The high level of political tension described above has affected our ability to work with certain vendors in a timely manner. Though we have been able to complete contracts with our customers in China, such political tension has caused delays in the speed at which we can work with certain vendors to deploy our services and complete contracts in China. Also, as we work to increase our sales of computer-vision products and services in the U.S., Europe and South America and thereby geographically diversify our business, we could be subjected to the risk of supply chain disruptions with regard to high-technology products such as servers and related equipment that we use to train our AI software algorithms and which we plan to sell to customers to support operation of our computer-vision products and services.


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Business Developments During 2024

As described above, the high level of political tension between the U.S. and China, as well as reducing our staff in China, has made it difficult for us to complete significant projects in China as we did in prior periods. At the same time, we continued building our business outside of China, having success with a large school district in the U.S. We expect additional orders from the large school district in the coming months.

The following table presents our revenue categories as a percentage of total consolidated revenue during the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
AI-based products and services	100	%	98	%	100	%	96	%
Advertising and other	—	%	2	%	—	%	4	%

CRITICAL ACCOUNTING ESTIMATES

During the six months ended June 30, 2024, we made no material changes to our critical accounting estimates as we disclosed them in Part II, Item 7 of our 2023 Form 10-K, except as described below.

Evaluating Indefinite-Lived Intangible Assets for Impairment

At least annually, we qualitatively assess indefinite-lived intangible assets, such as deferred cost of revenue, to determine whether it is more likely than not that such assets are impaired. If we determine that such assets are, more likely than not, impaired, we compare the fair value of such assets to their carrying value to determine the amount of impairment.

The balance of deferred cost of revenue as of June 30, 2024 can be fully recovered, given that the vendors are able to perform the installations, but completing the projects in China and fully recovering the deferred cost of revenue balance will require additional capital resources. While we have turned our focus to expanding our business outside of China, we will continue working to complete the projects in China, though we may have to impair the asset in future periods to the extent our capital resources are not sufficient to complete all such projects. Given that we have limited capital resources for China, which could cause further delays in completing the projects associated with the deferred cost of revenue, we have reclassified the balance of deferred cost of revenue as a long-term asset as of June 30, 2024.

RESULTS OF OPERATIONS

The following tables summarize our operating results for the three and six months ended June 30, 2024, and the discussion following the table explains material changes in such operating results compared to the three and six months ended June 30, 2023.


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(dollars in thousands)	Three Months Ended June 30,				Change
	2024		2023		Dollars		Percentage
Revenue	$	3,699	$	3,167	$	532	17	%

Cost of revenue	2,925		2,511		414		16	%
Sales and marketing	269		387		(118)		(30)	%
Technology and development	366		567		(201)		(35)	%
General and administrative	3,294		3,244		50		2	%
Depreciation and amortization	58		25		33		132	%
Impairments	—		392		(392)		(100)	%
Total cost and expense	6,912		7,126

Interest expense	(961)		(858)		(103)		12	%
Finance cost related to obligations to issue common stock	(925)		(1,050)		125		(12)	%


Other gain (loss), net	(160)		(7)		(153)		2,186	%

Net loss	(5,259)		(5,874)		615		(10)	%


(dollars in thousands)	Six Months Ended June 30, 2024				Change
	2024		2023		Dollars		Percentage
Revenue	$	4,086	$	3,993	$	93	2	%

Cost of revenue	3,275		2,966		309		10	%
Sales and marketing	569		753		(184)		(24)	%
Technology and development	712		736		(24)		(3)	%
General and administrative	6,317		6,077		240		4	%
Depreciation and amortization	122		71		51		72	%
Impairments	—		392		(392)		(100)	%
Total cost and expense	10,995		10,995

Interest expense	(1,904)		(2,402)		498		(21)	%
Finance cost related to obligations to issue common stock	(10,072)		(4,626)		(5,446)		118	%


Other gain (loss), net	(165)		(6)		(159)		2,650	%

Net loss	(19,050)		(14,036)		(5,014)		36	%

Revenue and Cost of Revenue. During the three months ended June 30, 2024, our reduction of staff in China and refocusing of efforts outside of China prevented us from completing any significant projects. Our efforts to expand our business outside of China led to our completion of a project for a large school district in the U.S., resulting in our recognition of approximately $3.7 million of revenue. The decrease in revenue from China partially offset almost all the revenue recognized in the U.S., resulting in the increase of approximately $0.5 million. Cost of sales increased in relation to the change in revenue.


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During the six months ended June 30, 2024, the lack of project completions that resulted from the reduction of staff in China and a refocusing of efforts outside of China caused a reduction in revenue that almost entirely offset the increase in revenue in the U.S. that resulted from our completion of the school district project. Cost of sales increased in relation to the change in revenue.

Technology and Development. During the three months ended June 30, 2024, a decrease of approximately $0.2 million in payroll-related expense resulted from our reduction in staff in our China operations.

During the six months ended June 30, 2024, a decrease of approximately $0.5 million in payroll-related expense resulted from our reduction in staff in our China operations. During the six months ended June 30, 2023, we received a refundable tax credit of approximately $0.5 million from the government of the United Kingdom resulting from our research and development activities in its jurisdiction and reported such amount as an offset to expense. During the six months ended June 30, 2024, we did not receive such tax credit. The difference in timing of the research and development tax credit resulted in an increase in expense that almost entirely offset the decrease in payroll-related expense.

General and administrative. During the six months ended June 30, 2024, an increase of approximately $0.3 million in certain expenses related to business development and other individually immaterial increases in other expenses that were not indicative of trends in our business was partially offset by a $0.2 million decrease in franchise taxes resulting from a change in estimate, as well as by other individually immaterial decreases in other expenses that were not indicative of trends in our business.

Impairments. During the three months ended June 30, 2023, we determined that certain costs that we had capitalized to software development in progress would no longer be recoverable and we recorded an impairment of approximately $0.2 million. Also, we recorded an impairment of approximately $0.2 million related to certain prepaid expense amounts which were deemed unrecoverable. No such impairments were recorded during the three or six months ended June 30, 2024.

Interest expense. Interest expense decreased during the six months ended June 30, 2024 because the same period of the prior year included an extension fee of approximately $0.8 million we recorded in relation to our entry on March 14, 2023 into the 2023 Mudrick Loan Agreement, along with the Original Mudrick Loan Agreements, described in Note 10 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q. The increase related to the extension fee was partially offset by an increase in the interest rate related to the 2023 Mudrick Loan Agreement as a result of us not making certain payments of principal when due.

Finance Cost Related to Obligations to Issue Common Stock. The finance cost during the six months ended June 30, 2024 resulted from the establishment and remeasurement of obligations to issue our common stock that we incurred in relation to the ELOC Advances we received from Ionic, all of which is described in Note 12 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q. We had more ELOC Advances outstanding during the six months ended June 30, 2024 than during the same period of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Going Concern

During the six months ended June 30, 2024, and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $(436.7) million within stockholders’ deficit as of June 30, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $6.1 million during the six months ended June 30, 2024, our cash balance was $0.4 million as of June 30, 2024, we have accrued approximately $1.4 million of delinquent payroll taxes.

Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to substantial doubt regarding our ability to continue as a going concern.

We intend to fund our future operations and meet our financial obligations through revenue growth from our AI offerings, as well as through sales of our thermal-imaging products. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings.


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A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans:

•develop and grow new product line(s)

•obtain additional capital through equity issuances.

Mudrick Loans

On December 3, 2021, we entered into the Original Mudrick Loan Agreements pursuant to which we incurred the Original Mudrick Loans in the aggregate principal amount of $30.0 million. The Original Mudrick Loans initially bore interest at 16.5% per annum until the original maturity date of July 31, 2022 and, following an amendment we entered into with Mudrick in August 2022, bore interest at 18.5% per annum. The amendment also extended the maturity date of the Original Mudrick Loans from July 31, 2022 to October 31, 2022. However, we did not make the required repayment of the Original Mudrick Loans by October 31, 2022, which constituted an event of default under the Original Mudrick Loans and triggered an increase in the interest rate under the Original Mudrick Loans to 20.5%.

On March 14, 2023, we entered into the 2023 Mudrick Loan Agreement pursuant to which all of the Original Mudrick Loans were cancelled in exchange for the 2023 Mudrick Notes in the aggregate principal amount of approximately $16.3 million. The 2023 Mudrick Notes bore interest at a rate of 20.5% per annum, which waas payable on the last business day of each month commencing on May 31, 2023. The interest rate increased by 2% and the principal amount outstanding under the 2023 Mudrick Notes and any unpaid interest thereon could have become immediately due and payable upon the occurrence of any event of default under the 2023 Mudrick Loan Agreement. All amounts outstanding under the 2023 Mudrick Notes, including all accrued and unpaid interest, will be due and payable in full on October 31, 2023. See Note 10 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q for additional information regarding the 2023 Mudrick Notes.

To secure the payment and performance of the obligations under the Original Mudrick Loan Agreements and the 2023 Mudrick Loan Agreement, we, together with the Guarantors, granted to TMI Trust Company, as the collateral agent for the benefit of Mudrick, a first priority lien on, and security interest in, all assets of Remark and the Guarantors, subject to certain customary exceptions.

In connection with our entry into the Original Mudrick Loan Agreements, we paid to Mudrick an upfront fee equal to 5.0% of the amount of the Original Mudrick Loans, which amount was netted against the drawdown of the Original Mudrick Loans. We recorded the upfront fee as a debt discount of $1.5 million, and recorded debt issuance cost totaling $1.1 million. We amortized the discount on the Original Mudrick Loans and the debt issuance cost over the life of the Original Mudrick Loans and, during the year ended December 31, 2022, we amortized $2.2 million of such discount and debt issuance cost. In consideration for the amendment we entered into with Mudrick in August 2022, we paid Mudrick an amendment and extension fee in the amount of 2.0% of the then unpaid principal balance of the Original Mudrick Loans, which was approximately $0.3 million, by adding such amount to the principal balance of the Original Mudrick Loans.


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The Secured Convertible Debentures are guaranteed by certain of our direct and indirect subsidiaries (the “Guarantors”) and are secured by all the assets (wherever located, whether now owned or hereafter acquired) of Remark and the Guarantors pursuant to a Guaranty and Security Agreement dated as of August 5, 2024 (the “Security Agreement”), by and among us, as the Guarantors, the Investors and Argent Institutional Trust Company (the “Collateral Agent”).

Obligations to Issue Common Stock

On October 6, 2022, we entered into a debenture purchase agreement (the “2022 Debenture Purchase Agreement”) with Ionic, pursuant to which we issued a convertible subordinated debenture in the original principal amount of $2.8 million (the “2022 Debenture”) to Ionic for a purchase price of $2.5 million (See Note 12 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this report for additional detail).

In connection with the 2022 Debenture, on October 6, 2022, we also entered into a purchase agreement with Ionic (as amended by those certain letter agreements by and between Remark and Ionic, dated as of January 5, 2023; July 12, 2023; August 10, 2023; September 15, 2023; and February 14, 2024, and by the First Amendment dated January 9, 2024, the “Amended ELOC Purchase Agreement”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Ionic to purchase up to an aggregate of $50.0 million of shares of our common stock over the 36-month term of the Amended ELOC Purchase Agreement. Under the Amended ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of a resale registration statement filed with the SEC registering such shares and that the 2022 Debenture shall have been fully converted into shares of common stock or shall otherwise have been fully redeemed and settled in all respects in accordance with the terms of the 2022 Debenture, we have the right to present Ionic with a purchase notice (each, a “Purchase Notice”) directing Ionic to purchase any amount up to $0.5 million of our common stock per trading day, at a per share price equal to 80% (or 70% if our common stock is not then trading on Nasdaq) of the average of the two lowest volume-weighted average prices (“VWAPs”) over a specified measurement period. With each purchase under the Amended ELOC Purchase Agreement, we are required to deliver to Ionic an additional number of shares equal to 2.5% of the number of shares of common stock deliverable upon such purchase. (See Note 12, Note 14 and Note 17 in the Notes to Consolidated Financial Statements included in this report for additional detail).

On January 5, 2023, we and Ionic entered into a letter agreement (the “January 2023 Letter Agreement”) which amended the ELOC Purchase Agreement. Under the January 2023 Letter Agreement, the parties agreed, among other things, to (i) amend


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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 VWAPs over a specified measurement period, which will commence at the conclusion of the applicable measurement period related to the 2022 Debenture and (iii) waive certain requirements in the ELOC Purchase Agreement to allow for a one-time $0.5 million purchase under the ELOC Purchase Agreement. See Note 12 in the Notes to Consolidated Financial Statements included in this report for additional detail.

On March 14, 2023, we entered into another debenture purchase agreement (the “2023 Debenture Purchase Agreement”) with Ionic pursuant to which we authorized the issuance and sale of two convertible subordinated debentures in the aggregate principal amount of $2.8 million for an aggregate purchase price of $2.5 million. The first debenture is in the original principal amount of $1.7 million for a purchase price of $1.5 million (the “First Debenture”), which was issued on March 14, 2023, and the second debenture is in the original principal amount of $1.1 million for a purchase price of $1.0 million (the “Second Debenture” and collectively with the First Debenture, the “2023 Debentures”). The terms of the 2023 Debentures are further described in Note 12 in the Notes to Consolidated Financial Statements included in this report.

On September 15, 2023, we and Ionic entered into a letter agreement (the “September 2023 Letter Agreement”) which amends the Amended ELOC Purchase Agreement. Under the September 2023 Letter Agreement, which repeated changes made in earlier letter agreements between Remark and Ionic dated July 12, 2023 and August 10, 2023, the parties agreed, among other things, to (i) allow Remark to deliver one or more irrevocable written notices (“Exemption Purchase Notices”) to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices (“VWAPs”) over a specified measurement period, (iii) amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic’s approval, v) to amend section 11(c) of the Amended ELOC Purchase Agreement to increase the Additional Commitment Fee from $0.5 million to $3.0 million and vi) that by September 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by September 29, 2023, the Additional Commitment Fee shall be further increased to approximately $3.8 million.

Cash Flows - Operating Activities

During the six months ended June 30, 2024, we used $0.9 million more cash in operating activities than we did during the same period of the prior year. The increase in cash used in operating activities is primarily the result of the timing of payments related to elements of working capital.


Table of Contents			31

Cash Flows - Investing Activities

During the six months ended June 30, 2024, we purchased approximately $0.6 million of software for internal use and other operating assets, while during the same period of 2023 investing activities were de minimis.

Cash Flows - Financing Activities

During the six months ended June 30, 2024, we received approximately $1.6 million more from financing activities than we did during the same period of 2023. Ionic advanced us an aggregate of approximately $4.8 million during the six months ended June 30, 2024, under the Amended ELOC Purchase Agreement for which we issued 24,965,987 shares of our common stock and for which we expect to issue another estimated 48,746,999 shares of our common stock, we received $2.8 million from an unrelated potential investor/creditor in advance of finalizing an agreement, and we also received $0.7 million of advances from senior management representing various operating expense payments and repaid $1.3 million of advances from senior management. During the same period of 2023, we received $2.5 million from Ionic in exchange for the issuance of a convertible debenture, Ionic also advanced us an aggregate of $3.0 million, and we received $0.7 million of advances from senior management and repaid $0.8 million of advances from senior management representing various operating expense payments made on our behalf.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

Please refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this report for a discussion regarding recently issued accounting pronouncements which may affect us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to provide reasonable assurance that the information we must disclose in reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. We designed our disclosure controls with the objective of ensuring we accumulate and communicate this information to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. During 2018, management identified material weaknesses related to the sufficiency of documentation of review and approval of manual journal entries. Specifically, we failed to retain documentary evidence that we had reviewed underlying information at a sufficient level of detail. As a result, we are unable to demonstrate our effective review prior to approval of manual journal entries. Management also identified a material weakness related to insufficient documentation of our consideration of appropriate revenue recognition criteria for certain contracts arising from our China operations. As a result, there is a risk that we could misapply the new revenue recognition guidance and improperly recognize revenue. During 2019, management identified a material weakness related to the valuation of its e-commerce inventory. Specifically, we failed to retain documentary evidence of all inventory purchases and our evaluation of the impact of discounted


Table of Contents			32

sales transactions on the valuation of our inventory was insufficient. As a result, there was a risk that we could fail to properly record our e-commerce inventory at the lower of cost or net realizable value.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that, because of the material weaknesses described above and in our 2023 Form 10-K, our disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2024.

Remediation Efforts to Address the Material Weakness

We are committed to maintaining a strong internal control environment and will make remediation efforts to improve our controls. With the oversight of senior management, subsequent to December 31, 2018, a plan to remediate the underlying causes of the material weaknesses and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls was developed. Though the implementation of management’s plans to remediate the material weaknesses identified in 2018 and 2019 have been slowed by various factors, including the COVID-19 pandemic and working capital restrictions, their implementation is still ongoing; therefore, their effects were not fully mitigated as of June 30, 2024.

Changes in Internal Control over Financial Reporting

In our 2023 Form 10-K, we disclosed that management had determined that material weaknesses in our internal control over financial reporting (described above) existed. As of the date of this report, the implementation of the plan developed by management to remediate the underlying causes of the material weaknesses and improve the design and operating effectiveness of internal control over financial reporting and our disclosure controls continues, though we are near completing the implementation of a new ERP system that we expect will help to remediate the material weaknesses. Such implementation has been slowed by various factors, including the COVID-19 pandemic. As a result, there was no change in our internal control over financial reporting during the three months ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2023 Form 10-K, together with all the other information in this Form 10-Q, including our unaudited condensed financial statements and notes thereto, which could materially affect our business, financial condition or operating results. The risks described in our 2023 Form 10-K are not the only risks we face. Additional risks and uncertainties that we are unaware of may become important factors that affect us. If any of these risks actually occur, our business, financial condition or operating results may suffer, the trading price of our common stock could decline, and you may lose all or part of your investment. There have been no material changes from the risk factors disclosed in our 2023 Form 10-K.

We have a history of operating losses and we may not generate sufficient revenue to support our operations.

During the year ended December 31, 2023, and in each fiscal year since our inception, we have incurred net losses and generated negative cash flow from operations. As of June 30, 2024, we have an accumulated deficit of $(436.7) million.


Table of Contents			33			Financial Statement Index

We cannot provide assurance that revenue generated from our businesses will be sufficient to sustain our operations in the long term. We have implemented measures to reduce operating costs, and we continuously evaluate other opportunities to reduce costs further. We may also need to obtain additional capital through equity financing or debt financing. Should we fail to successfully implement our plans described herein, such failure would have a material adverse effect on our business, including the possible cessation of operations.

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine and the Middle East) will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising capital, whether in an equity financing, debt financing, or by divesting of certain assets or businesses, on commercially reasonable terms, if at all. In addition, if we obtain capital by issuing equity, such transaction(s) may dilute existing stockholders.

We are dependent on a small number of customers for a large percentage of our revenue.

We have a concentration in the volume of business we transacted with customers, as during the six months ended June 30, 2024, apart from a de minimis amount, essentially all of our revenue resulted from one customer, while during six months ended June 30, 2023, three of our customers represented about 40%, 35% and 11%, respectively, of our revenue. At June 30, 2024, net accounts receivable from one of our customers represented about 87% of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 37%, 34% and 12%, respectively, of our net accounts receivable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

We did not sell any equity securities during the quarter ended June 30, 2024 in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC and as described below.

Between April 1, 2024 and June 30, 2024, we issued 8,719,016 shares of common stock to Ionic Ventures, LLC for advances made pursuant to the Amended ELOC Purchase Agreement.

We made the offer and sale of securities in the above-described private placement in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, based upon representations made to us by the investor in a purchase agreement we entered into with the investor.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the six months ended June 30, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


Table of Contents			34

ITEM 6. EXHIBITS

Incorporated Herein
By Reference To

Exhibit Number

Description

Document

File Number

Filed On

Exhibit Number

3.1

Amended and Restated Certificate of Incorporation

8-K

001-33720

12/30/2014

3.1

3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

01/12/2016

3.1

3.3

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

06/08/2016

3.1

3.4

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

04/11/2017

3.1

3.5

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

07/09/2021

3.1

3.6

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

8-K

001-33720

12/21/2022

3.1

3.7

Amended and Restated Bylaws

8-K

001-33720

02/13/2015

3.1

3.8

Amendment to Amended and Restated Bylaws

8-K

001-33720

01/30/2024

3.1

10.1

First Amendment, dated as of January 9, 2024, to Purchase Agreement dated as of October 6, 2022, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

8-K

001-33720

01/16/2024

10.1

10.2

Agreement, dated January 29, 2024, by and between Remark Holdings, Inc. and Microsoft Corporation.

8-K

001-33720

01/30/2024

10.1

10.3

Letter Agreement, dated as of February 14, 2024, by and between Remark Holdings, Inc. and Ionic Ventures, LLC.

8-K

001-33720

02/21/2024

10.1

31.1*

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS*

Inline XBRL Instance Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document


Table of Contents			35

Incorporated Herein
By Reference To

Exhibit Number

Description

Document

File Number

Filed On

Exhibit Number

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

104*

The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith


Table of Contents			36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REMARK HOLDINGS, INC.

Date:

August 19, 2024

By:

/s/ Kai-Shing Tao

Kai-Shing Tao

Chairman and Chief Executive Officer

(principal executive, financial and accounting officer)


Table of Contents			37

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kai-Shing Tao (the registrant's principal executive officer), certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Remark Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2024


By:			/s/ Kai-Shing Tao
			Kai-Shing Tao
			Chief Executive Officer and Chairman

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kai-Shing Tao (the registrant's principal financial officer and principal accounting officer), certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Remark Holdings, Inc.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2024


By			/s/ Kai-Shing Tao
			Kai-Shing Tao
			Chief Executive Officer and Chairman

EXHIBIT 32

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kai-Shing Tao, the registrant's principal executive, financial and accounting officer, certify that, to my knowledge:

1.the accompanying Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Remark Holdings, Inc. at the dates and for the periods indicated.

Date: August 19, 2024


			/s/ Kai-Shing Tao
			Kai-Shing Tao
			Chief Executive Officer and Chairman

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 15, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-33720
Entity Registrant Name	Remark Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-1135689
Entity Address, Address Line One	800 S. Commerce St.
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89106
City Area Code	702
Local Phone Number	701-9514
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,952,060
Entity Central Index Key	0001368365
Current Fiscal year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets
Cash	$ 438	$ 145
Trade accounts receivable, net	4,361	1,287
Inventory, net	646	750
Deferred cost of revenue, current	0	6,644
Prepaid expense and other current assets	492	614
Total current assets	5,937	9,440
Deferred cost of revenue, long-term	6,290	0
Property and equipment, net	634	189
Operating lease assets	372	517
Other long-term assets	71	90
Total assets	13,304	10,236
Liabilities
Obligations to issue common stock	12,548	10,033
Accrued expense and other current liabilities (including $1,356 and $495 of delinquent payroll taxes as of June 30, 2024 and December 31, 2023, respectively)	13,203	11,531
Contract liability	418	570
Notes payable (including a past due amount of $16,307 as of each of June 30, 2024, and December 31, 2023)	16,496	16,463
Funds received in advance of potential financing	2,750	0
Total current liabilities	59,474	49,540
Operating lease liabilities, long-term	179	286
Total liabilities	59,653	49,826
Commitments and contingencies
Stockholders’ Deficit
Preferred stock, $0.001 par value; 1,000,000 shares authorized; zero issued	0	0
Common stock, $0.001 par value; 175,000,000 shares authorized; 49,872,060 and 22,038,855 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	50	22
Additional paid-in-capital	391,538	379,244
Accumulated other comprehensive loss	(1,217)	(1,186)
Accumulated deficit	(436,720)	(417,670)
Total stockholders’ deficit	(46,349)	(39,590)
Total liabilities and stockholders’ deficit	13,304	10,236
Nonrelated Party
Liabilities
Accounts payable	13,023	9,348
Related Party
Liabilities
Accounts payable	$ 1,036	$ 1,595

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accrued delinquent payroll taxes	$ 1,356	$ 495
Past due amount	$ 16,307	$ 16,307
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	175,000,000	175,000,000
Common stock, shares, issued (in shares)	49,872,060	22,038,855
Common stock, shares, outstanding (in shares)	49,872,060	22,038,855

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 3,699	$ 3,167	$ 4,086	$ 3,993
Cost and expense
Cost of revenue (excluding depreciation and amortization)	2,925	2,511	3,275	2,966
Sales and marketing	269	387	569	753
Technology and development	366	567	712	736
General and administrative	3,294	3,244	6,317	6,077
Depreciation and amortization	58	25	122	71
Impairments	0	392	0	392
Total cost and expense	6,912	7,126	10,995	10,995
Operating loss	(3,213)	(3,959)	(6,909)	(7,002)
Other expense
Interest expense	(961)	(858)	(1,904)	(2,402)
Finance cost related to obligations to issue common stock	(925)	(1,050)	(10,072)	(4,626)
Other loss, net	(160)	(7)	(165)	(6)
Total other expense, net	(2,046)	(1,915)	(12,141)	(7,034)
Net loss	(5,259)	(5,874)	(19,050)	(14,036)
Other comprehensive income
Foreign currency translation adjustments	46	(227)	(31)	(545)
Comprehensive loss	$ (5,213)	$ (6,101)	$ (19,081)	$ (14,581)
Weighted-average shares outstanding, basic (in shares)	45,683,329	14,132,862	39,928,507	13,819,643
Weighted-average shares outstanding, diluted (in shares)	45,683,329	14,132,862	39,928,507	13,819,643
Net loss per share, basic (in dollars per share)	$ (0.12)	$ (0.42)	$ (0.48)	$ (1.02)
Net loss per share, diluted (in dollars per share)	$ (0.12)	$ (0.42)	$ (0.48)	$ (1.02)

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022		11,539,564
Beginning balance at Dec. 31, 2022	$ (20,425)	$ 12	$ 368,945	$ (859)	$ (388,523)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(14,036)				(14,036)
Share-based compensation	156		156
Common stock issued pursuant to agreements with Ionic (Note 12) (in shares)		5,072,702
Common stock issued pursuant to agreements with Ionic (Note 12)	6,421	$ 5	6,416
Foreign currency translation	(545)			(545)
Ending balance (in shares) at Jun. 30, 2023		16,612,266
Ending balance at Jun. 30, 2023	(28,429)	$ 17	375,517	(1,404)	(402,559)
Beginning balance (in shares) at Mar. 31, 2023		13,633,992
Beginning balance at Mar. 31, 2023	(25,777)	$ 14	372,071	(1,177)	(396,685)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,874)				(5,874)
Share-based compensation	12		12
Common stock issued pursuant to agreements with Ionic (Note 12) (in shares)		2,978,274
Common stock issued pursuant to agreements with Ionic (Note 12)	3,437	$ 3	3,434
Foreign currency translation	(227)			(227)
Ending balance (in shares) at Jun. 30, 2023		16,612,266
Ending balance at Jun. 30, 2023	$ (28,429)	$ 17	375,517	(1,404)	(402,559)
Beginning balance (in shares) at Dec. 31, 2023	22,038,855	22,038,855
Beginning balance at Dec. 31, 2023	$ (39,590)	$ 22	379,244	(1,186)	(417,670)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(19,050)				(19,050)
Share-based compensation	15		15
Common stock issued pursuant to agreements with Ionic (Note 12) (in shares)		27,833,205
Common stock issued pursuant to agreements with Ionic (Note 12)	12,307	$ 28	12,279
Foreign currency translation	$ (31)			(31)
Ending balance (in shares) at Jun. 30, 2024	49,872,060	49,872,060
Ending balance at Jun. 30, 2024	$ (46,349)	$ 50	391,538	(1,217)	(436,720)
Beginning balance (in shares) at Mar. 31, 2024		41,153,044
Beginning balance at Mar. 31, 2024	(42,436)	$ 41	390,247	(1,263)	(431,461)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,259)				(5,259)
Common stock issued pursuant to agreements with Ionic (Note 12) (in shares)		8,719,016
Common stock issued pursuant to agreements with Ionic (Note 12)	1,300	$ 9	1,291
Foreign currency translation	$ 46			46
Ending balance (in shares) at Jun. 30, 2024	49,872,060	49,872,060
Ending balance at Jun. 30, 2024	$ (46,349)	$ 50	$ 391,538	$ (1,217)	$ (436,720)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (19,050)	$ (14,036)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	122	71
Share-based compensation	6	153
Cost of extending note payable	0	750
Finance cost related to obligations to issue common stock	10,072	4,626
Accrued interest included in note payable	0	1,139
Impairment of assets	0	392
Provision for doubtful accounts	255	138
Other	18	36
Changes in operating assets and liabilities:
Accounts receivable	(3,386)	(957)
Inventory	99	(42)
Deferred cost of revenue	354	1,865
Prepaid expense and other assets	(16)	13
Operating lease assets	145	(607)
Accounts payable, accrued expense and other liabilities	5,512	745
Contract liability	(138)	145
Operating lease liabilities	(107)	342
Net cash used in operating activities	(6,114)	(5,227)
Cash flows from investing activities:
Purchases of property, equipment and software	(567)	(6)
Payment of amounts capitalized to software in progress	0	0
Net cash used in investing activities	(567)	(6)
Cash flows from financing activities:
Funds received in advance of potential financing	2,750	0
Proceeds from obligations to issue common stock - ELOC	4,750	3,000
Proceeds from obligations to issue common stock - Debentures	0	2,500
Proceeds from debt	50	0
Advances from related parties	720	697
Repayments of advances from related parties	(1,279)	(792)
Repayments of debt	(17)	(16)
Net cash provided by financing activities	6,974	5,389
Net change in cash	293	156
Cash:
Beginning of period	145	52
End of period	438	208
Supplemental cash flow information:
Cash paid for interest	150	988
Supplemental schedule of non-cash investing and financing activities:
Common stock issued pursuant to agreements with Ionic (Note 12)	12,307	6,421
Purchase of property and equipment pursuant to notes payable	$ 21	$ 0

ORGANIZATION AND BUSINESS	6 Months Ended
ORGANIZATION AND BUSINESS	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Holdings, Inc. and its subsidiaries (“Remark”, “we”, “us”, or “our”) constitute a diversified global technology business with leading artificial intelligence (“AI”) and data-analytics solutions. The common stock of Remark Holdings, Inc. is traded in the OTCQX Best market under the ticker symbol MARK. We primarily sell AI-based products and services. We currently recognize substantially all of our revenue from the U.S., with additional revenue from sales in the U.K. and China. Going Concern During the six months ended June 30, 2024, and in each fiscal year since our inception, we have incurred operating losses which have resulted in a stockholders’ deficit of $46.3 million as of June 30, 2024. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $6.1 million during the six months ended June 30, 2024. As of June 30, 2024, our cash balance was $0.4 million. Also, we did not make required repayments of the outstanding loans under the 2023 Mudrick Loan Agreement when due (see Note 10 for more information) and we have accrued approximately $1.4 million of delinquent payroll taxes. Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities give rise to, and management has concluded that there is, substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We intend to fund our future operations and meet our financial obligations through revenue growth from our AI and data analytics offerings. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, as a result of the COVID-19 pandemic, global supply chain disruptions, inflation and other cost increases, and the geopolitical conflict in Ukraine), will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital. A variety of factors, many of which are outside of our control, may affect our cash flow; those factors include the lingering effects of the COVID-19 pandemic in China, regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash and based on the probable success of one or more of the following plans: •develop and grow new product line(s) •obtain additional capital through debt and/or equity issuances. However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to September 30, 2024. Reclassification On our consolidated balance sheet for the year ended December 31, 2023, we reclassified approximately $0.4 million from Accrued expense and other current liabilities to Advances from related parties to conform to the current year presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Consolidation

We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.

Use of Estimates

Cash

Our cash consists of funds held in bank accounts.

We maintain cash balances in United States dollars (“USD”), British pounds (“GBP”), Chinese Yuan (“CNY”) and Hong Kong dollars (“HKD”).

The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands):




	June 30, 2024		December 31, 2023
Cash denominated in:
USD	$	417	$	31
CNY	16		109
GBP	4		1
HKD	1		4
Total cash	$	438	$	145

Fair Value of Financial Instruments

Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities;

Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable.

Foreign Currency Translation

We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:


	2024	2023
Exchange rates at June 30th:
GBP:USD	1.264	1.266
CNY:USD	0.138	0.138
HKD:USD	0.128	0.128

Average exchange rate during the six months ended June 30th:
CNY:USD	0.138	0.143
GBP:USD	1.270	1.252

Revenue Recognition

AI-Based Products

For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation.

For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects.

We record the incremental costs of obtaining contracts as an expense when incurred.

We offer extended warranties on our products for periods of one to three years. Revenue from these extended warranties is recognized on a straight-line basis over the warranty contract term.

Other

promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less.

Inventory

Internal Use Software

Net Income (Loss) per Share

Segments

Recently Issued Accounting Pronouncements

CONCENTRATION OF RISK	6 Months Ended
CONCENTRATION OF RISK	Jun. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATION OF RISK	NOTE 3. CONCENTRATION OF RISK Revenue and Accounts Receivable The disaggregation of revenue tables in Note 4 demonstrate the concentration in our revenue from certain products and the geographic concentration of our business. We also have a concentration in the volume of business we transacted with customers, as during the six months ended June 30, 2024, apart from a de minimis amount, essentially all of our revenue resulted from one customer, while during six months ended June 30, 2023, three of our customers represented about 40%, 35% and 11%, respectively, of our revenue. At June 30, 2024, net accounts receivable from one of our customers represented about 87% of our net accounts receivable, while at December 31, 2023, net accounts receivable from three of our customers represented about 37%, 34% and 12%, respectively, of our net accounts receivable. Deferred Cost of Revenue See Note 6 for a discussion of a risk concentration regarding our deferred cost of revenue. Cost of Sales and Accounts Payable The various hardware we purchase to fulfill our contracts with customers is not especially unique in nature. Based on our analysis, we believe that should any disruption in our current supply chain occur, a sufficient number of alternative vendors is available to us, at reasonably comparable specifications and price, such that we would not experience a material negative impact on our ability to procure the hardware we need to operate our business.

REVENUE

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 4. REVENUE

We primarily sell AI-based products and services based upon computer vision and other technologies.

Disaggregation of Revenue

The following table presents a disaggregation of our revenue by category of products and services (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
AI-based products and services	$	3,699	$	3,105	$	4,086	$	3,826
Other	—		62		—		167
Revenue	$	3,699	$	3,167	$	4,086	$	3,993

The following table presents a disaggregation of our revenue by country (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
China	$	—	$	3,097	$	387	$	3,840
United States and United Kingdom	3,699		70		3,699		153

Revenue	$	3,699	$	3,167	$	4,086	$	3,993

Significant Judgments

Contract Assets and Contract Liabilities

We do not currently generate material contract assets. During the six months ended June 30, 2024, our contract liability changed only as a result of routine business activity.

During the six months ended June 30, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material.

During the six months ended June 30, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods.

Certain Agreements Related to AI-Based Product Sales in China

NOTE 6. DEFERRED COST OF REVENUE

TRADE ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

TRADE ACCOUNTS RECEIVABLE

NOTE 5. TRADE ACCOUNTS RECEIVABLE




	June 30, 2024		December 31, 2023
U.S. and U.K.
Gross accounts receivable balance	$	3,722	$	62
Allowance for bad debt	(42)		(42)
Accounts receivable, net - U.S. and U.K.	$	3,680	$	20

China
Gross accounts receivable balance	$	6,530	$	7,001
Allowance for bad debt	(5,849)		(5,734)
Accounts receivable, net - China	$	681	$	1,267
Total accounts receivable - net	$	4,361	$	1,287

DEFERRED COST OF REVENUE

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

DEFERRED COST OF REVENUE

NOTE 4. REVENUE

We primarily sell AI-based products and services based upon computer vision and other technologies.

Disaggregation of Revenue

The following table presents a disaggregation of our revenue by category of products and services (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
AI-based products and services	$	3,699	$	3,105	$	4,086	$	3,826
Other	—		62		—		167
Revenue	$	3,699	$	3,167	$	4,086	$	3,993

The following table presents a disaggregation of our revenue by country (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
China	$	—	$	3,097	$	387	$	3,840
United States and United Kingdom	3,699		70		3,699		153

Revenue	$	3,699	$	3,167	$	4,086	$	3,993

Significant Judgments

Contract Assets and Contract Liabilities

We do not currently generate material contract assets. During the six months ended June 30, 2024, our contract liability changed only as a result of routine business activity.

During the six months ended June 30, 2024 and 2023, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material.

During the six months ended June 30, 2024 and 2023, we did not recognize revenue from performance obligations that were satisfied in previous periods.

Certain Agreements Related to AI-Based Product Sales in China

NOTE 6. DEFERRED COST OF REVENUE

PREPAID EXPENSE AND OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSE AND OTHER CURRENT ASSETS

NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS

The following table presents the components of prepaid expense and other current assets (in thousands):




	June 30, 2024		December 31, 2023


Other receivables	2		147
Prepaid expense	369		339
Deposits	121		128


Total	$	492	$	614

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 8. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands, except estimated lives):




	Estimated Life (Years)	June 30, 2024		December 31, 2023
Vehicles	3	$	153	153
Computers and equipment	3	1,232		$	1,217
Furniture and fixtures	3	42		42
Software	3	4,609		4,082
Leasehold improvements	3	206		204

Total property, equipment and software		$	6,242	$	5,698
Less accumulated depreciation		(5,608)		(5,509)
Total property, equipment and software, net		$	634	$	189

For the six months ended June 30, 2024 and 2023, depreciation (and amortization of software) expense was not material.

ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES

NOTE 9. ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES

The following table presents the components of Accrued expense and other current liabilities (in thousands):




	June 30, 2024		December 31, 2023
Accrued compensation and benefit-related expense	$	2,434	$	3,221
Accrued delinquent payroll taxes	1,356		495
Accrued interest	3,306		1,570
Other accrued expense	2,770		3,187
Other payables	2,202		2,138
Operating lease liability - current	249		288

Other current liabilities	886		632
Total	$	13,203	$	11,531

NOTES PAYABLE

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 10. NOTES PAYABLE

The following table presents our notes payable (in thousands) as of:




	June 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
Other notes payable	189		156
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463

Other Notes Payable

NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

As of June 30, 2024, we reported a liability of $2.8 million related to cash we received from an unrelated potential investor/creditor in advance of finalizing an agreement.

NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

Convertible Debentures

Equity Line of Credit

As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares.

Accounting for the Debentures and the ELOC


	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Change in measurement of liability	5,674		1,367		7,041
Balance at June 30, 2024	$	—	$	12,548	$	12,548

Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Change in estimated number of shares issuable	6,888,023		76,912,347		83,800,370
Balance at June 30, 2024	—		101,193,753		101,193,753

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2024:


	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		1,367		7,041
Total	$	5,674	$	4,398	$	10,072

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2023:


	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	984	3,174
Change in measurement of liability	1,246		235		(38)		(22)		31		1,452
Total	$	1,246	$	1,844	$	294	$	227	$	1,015	$	4,626

FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

NOTE 10. NOTES PAYABLE

The following table presents our notes payable (in thousands) as of:




	June 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
Other notes payable	189		156
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463

Other Notes Payable

NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

As of June 30, 2024, we reported a liability of $2.8 million related to cash we received from an unrelated potential investor/creditor in advance of finalizing an agreement.

NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

Convertible Debentures

Equity Line of Credit

As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares.

Accounting for the Debentures and the ELOC


	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Change in measurement of liability	5,674		1,367		7,041
Balance at June 30, 2024	$	—	$	12,548	$	12,548

Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Change in estimated number of shares issuable	6,888,023		76,912,347		83,800,370
Balance at June 30, 2024	—		101,193,753		101,193,753

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2024:


	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		1,367		7,041
Total	$	5,674	$	4,398	$	10,072

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2023:


	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	984	3,174
Change in measurement of liability	1,246		235		(38)		(22)		31		1,452
Total	$	1,246	$	1,844	$	294	$	227	$	1,015	$	4,626

OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

NOTE 10. NOTES PAYABLE

The following table presents our notes payable (in thousands) as of:




	June 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
Other notes payable	189		156
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463

Other Notes Payable

NOTE 11. FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING

As of June 30, 2024, we reported a liability of $2.8 million related to cash we received from an unrelated potential investor/creditor in advance of finalizing an agreement.

NOTE 12. OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC)

Convertible Debentures

Equity Line of Credit

As of March 31, 2023, we estimated the obligation to issue the Letter Agreement Shares at approximately $0.2 million. As of June 30, 2023, we had issued all of the 200,715 Letter Agreement Shares.

Accounting for the Debentures and the ELOC


	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Change in measurement of liability	5,674		1,367		7,041
Balance at June 30, 2024	$	—	$	12,548	$	12,548

Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Change in estimated number of shares issuable	6,888,023		76,912,347		83,800,370
Balance at June 30, 2024	—		101,193,753		101,193,753

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2024:


	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		1,367		7,041
Total	$	5,674	$	4,398	$	10,072

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2023:


	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	984	3,174
Change in measurement of liability	1,246		235		(38)		(22)		31		1,452
Total	$	1,246	$	1,844	$	294	$	227	$	1,015	$	4,626

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 13. COMMITMENTS AND CONTINGENCIES At June 30, 2024, we had no material commitments outside the normal course of business. Contingencies As of June 30, 2024, we were neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us and, therefore, we have not accrued any contingent liabilities.

STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 14. STOCKHOLDERS' DEFICIT

Equity Issuances

Warrants

The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,007,441	$	39.90	2.7	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	—	—
Outstanding at June 30, 2024	1,007,441	$	39.90	2.2	$	—

Share-Based Compensation

The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,618,851	$	30.31	4.5	$	1
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(100,773)	57.37
Outstanding at June 30, 2024	1,518,078	$	28.52	4.2	$	—

Exercisable at December 31, 2023	1,598,754	30.67		4.4	$	—
Exercisable at June 30, 2024	1,500,747	28.82		4.1	$	—

The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	56,750	$	30.86	5.1	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(13,000)	13.39
Outstanding at June 30, 2024	43,750	$	30.86	4.6	$	—

Exercisable at December 31, 2023	56,750	30.86		5.1	$	—
Exercisable at June 30, 2024	43,750	30.86		4.6	$	—

The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands):


	Six Months Ended June 30,		Year Ended December 31,
	2024		2023
Balance at beginning of period	$	11	$	32
Share-based compensation expense related to China Cash Bonuses	(9)		(21)
Balance at end of period	$	2	$	11

The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands):


	Six Months Ended June 30,
	2024		2023
Stock options	$	15	$	156
China Cash Bonuses	(9)		(3)
Total	$	6	$	153

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 15. RELATED PARTY TRANSACTIONS As of June 30, 2024 and December 31, 2023, we owed approximately $1.0 million and $1.6 million, respectively, to members of management representing various operating expense payments made on our behalf. The amounts due are unsecured and non-interest-bearing, with no formal terms of repayment.

CHINA BUSINESS PARTNER	6 Months Ended
CHINA BUSINESS PARTNER	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
CHINA BUSINESS PARTNER	NOTE 16. CHINA BUSINESS PARTNER We interact with an unrelated entity (the “China Business Partner”) in more than one capacity. Firstly, since 2020, we have been working with the China Business Partner to earn revenue by obtaining business from some of the largest companies in China. Secondly, our artificial intelligence business in the U.S. has purchased substantially all of its inventory from a subsidiary of the China Business Partner which manufactures certain equipment to our specifications. Though we did not make any such inventory purchases during the six months ended June 30, 2024, we did purchase software for internal use from the China Business Partner totaling approximately $0.3 million. In addition, a member of our senior leadership team maintains a role in the senior management structure of the China Business Partner. During the six months ended June 30, 2024 and 2023, we recognized no or de minimis amounts of revenue from the relationship with the China Business Partner. At June 30, 2024 and December 31, 2023, in addition to the outstanding accounts receivable balances from the China Business Partner described in Note 5, we had outstanding accounts payable to the China Business Partner of $0.7 million and $0.7 million, respectively.

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 17. SUBSEQUENT EVENTS Mudrick Agreement On August 5, 2024, we entered into an Exchange Agreement (the “Exchange Agreement”) with Mudrick Capital Management, L.P., on behalf of itself and the holders (the “Investors”) of 2023 Mudrick Notes in an aggregate principal amount of approximately $16.3 million (the “Original Principal”) pursuant to which the Investors and we exchanged the 2023 Mudrick Notes for newly-issued, secured convertible debentures issued by us (the “Secured Convertible Debentures”) in an aggregate principal amount equal to the sum of the Original Principal and accrued and unpaid interest on the Original Principal in the aggregate amount of approximately $3.7 million. The Secured Convertible Debentures mature on May 15, 2025 and bear interest at a rate of 20.5% per annum, and the interest is payable in kind by our issuance to the Investors of shares of our common stock as described below. The Secured Convertible Debentures are convertible, at the option of the Investors, at any time, into such number of shares of our common stock equal to the principal amount of the Secured Convertible Debentures converted plus all accrued and unpaid interest on such principal amount at a conversion price equal the closing price of our common stock on the trading day immediately preceding the conversion date, subject to a floor price of $0.10, subject to (i) equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events and (ii) the availability of authorized shares of common stock which can be reserved for the purpose of such conversion. In no event will the Investors be entitled to convert any portion of the Secured Convertible Debentures in excess of that portion which would result in beneficial ownership by it and its affiliates of more than 9.99% of the outstanding shares of common stock, unless such Investors deliver to us written notice at least sixty-one (61) days prior to the effective date of such notice that the provision be adjusted to 9.99%. The Secured Convertible Debentures provide that neither the Investors nor any affiliate may sell or otherwise transfer, directly or indirectly on any trading day any shares of our common stock an amount representing more than 10.0% of the trading volume of the common stock. In addition, we can redeem the Secured Convertible Debentures at a redemption price equal to 100% of the sum of the principal amount of the Secured Convertible Debentures to be redeemed plus accrued interest, if any. Upon the occurrence of events of default specified in the Secured Convertible Debentures, including the failure to pay the outstanding principal amount of the Secured Convertible Debentures and all accrued and unpaid interest thereon when due, the breach of the terms of the Exchange Agreement, the Secured Convertible Debentures or the Security Agreement (as defined below), the breach of Remark’s or the Guarantors (as defined below) representations and warranties in the Exchanges Agreement, the Secured Convertible Debentures or the Security Agreement, certain bankruptcy events with respect to Remark or the Guarantors, the failure to pay amounts due and payable under any indebtedness of Remark or a Guarantor in an amount in excess of $100,000 or a final judgment is entered against Remark or a Guarantor in an aggregate amount in excess of $100,000, all amounts owed under the Secured Convertible Debenture, together with default interest at 22.5% per annum, shall then become due and payable. In addition, the Collateral Agent (as defined below) shall have the right to exercise remedies set forth in the Security Agreement. The Secured Convertible Debentures are guaranteed by certain of our direct and indirect subsidiaries (the “Guarantors”) and are secured by all the assets (wherever located, whether now owned or hereafter acquired) of Remark and the Guarantors pursuant to a Guaranty and Security Agreement dated as of August 5, 2024 (the “Security Agreement”), by and among us, as the Guarantors, the Investors and Argent Institutional Trust Company (the “Collateral Agent”). Ionic Transactions During August 2024, we issued a total of 1,080,000 shares to Ionic in partial settlement of ELOC Advances.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,259)	$ (5,874)	$ (19,050)	$ (14,036)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2024, with the audited Consolidated Balance Sheet amounts as of December 31, 2023 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2024 in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet and our unaudited Condensed Consolidated Statement of Stockholders’ Deficit, each as of June 30, 2024, as well as our unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss and Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
Consolidation	Consolidation We include all of our subsidiaries in our condensed consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation.
Use of Estimates	Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, deferred cost of revenue, share-based compensation, deferred income taxes, and inventory reserve, among other items.
Cash	Cash Our cash consists of funds held in bank accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price). When reporting the fair values of our financial instruments, we prioritize those fair value measurements into one of three levels based on the nature of the inputs, as follows: Level 1: Valuations based on quoted prices in active markets for identical assets and liabilities; Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and observable market data for similar, but not identical instruments; and Level 3: Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable. The fair value hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. For some products or in certain market conditions, observable inputs may not be available. We believe the reported carrying amounts for cash, receivables, prepaids and other current assets, accounts payable, accrued expense and other current liabilities, and short-term debt approximate their fair values because of the short-term nature of these financial instruments.
Foreign Currency Translation	Foreign Currency Translation We report all currency amounts in USD. Our overseas subsidiaries, however, maintain their books and records in their functional currencies, which are GBP in the United Kingdom (“U.K.”) and CNY in China. In general, when consolidating our subsidiaries with non-USD functional currencies, we translate the amounts of assets and liabilities into USD using the exchange rate on the balance sheet date, and the amounts of revenue and expense are translated at the average exchange rate prevailing during the period. The gains and losses resulting from translation of financial statement amounts into USD are recorded as a separate component of accumulated other comprehensive loss within stockholders’ deficit.
Revenue Recognition	Revenue Recognition AI-Based Products We generate revenue by developing AI-based products, including fully-integrated AI solutions which combine our proprietary technology with third-party hardware and software products to meet end-user specifications. Under one type of contract for our AI-based products, we provide a single, continuous service to clients who control the assets as we create them. Accordingly, we recognize the revenue over the period of time during which we provide the service. Under another type of contract, we have performance obligations to provide fully-integrated AI solutions to our customer and we recognize revenue at the point in time when each performance obligation is completed and delivered to, tested by and accepted by our customer. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. If there is uncertainty related to the timing of collections from our customer, which may be the case if our customer is not the ultimate end user of our goods, we consider this to be uncertainty of the customer’s ability and intention to pay us when consideration is due. Accordingly, we recognize revenue only when we have transferred control of the goods or services and collectability of consideration from the customer is probable. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. For contracts under which we have not yet completed the performance obligation, deferred costs are recorded for any amounts incurred in advance of the performance obligation. For our contracts with customers, we generally extend short-term credit policies to our customers, typically up to one year for large-scale projects. We record the incremental costs of obtaining contracts as an expense when incurred. We offer extended warranties on our products for periods of one to three years. Revenue from these extended warranties is recognized on a straight-line basis over the warranty contract term. Other We generate revenue from other sources, such as from advertising and marketing services. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised promotional materials or media content. Substantially all of our contracts with customers that generate Other revenue are completed within one year or less.
Inventory	Inventory We use the first-in first-out method to determine the cost of our inventory, then we report inventory at the lower of cost or net realizable value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated sales forecasts.
Internal Use Software	Internal Use Software We acquire or develop applications and other software that help us meet our internal needs with respect to operating our business. For such projects, planning cost and other costs related to the preliminary project stage, as well as costs incurred for post-implementation activities, are expensed as incurred. We capitalize costs incurred during the application development phase only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include fees incurred with third parties for consulting, programming and other development activities performed to complete the software. We amortize our internal use software on a straight-line basis over an estimated useful life of three years. If we identify any internal use software to be abandoned, the cost less the accumulated amortization, if any, is recorded as amortization expense. Once we have fully amortized internal use software costs that we capitalized, we remove such amounts from their respective accounts.
Net Income (Loss) per Share	Net Income (Loss) per Share We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.
Segments	Segments Existing GAAP, which establishes a management approach to segment reporting, defines operating segments as components of an entity about which separate, discrete financial information is available for evaluation by the chief operating decision maker. We have identified our Chief Executive Officer as our chief operating decision maker, who reviews operating results to make decisions about allocating resources and assessing performance based upon only one operating segment.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. For us, ASU 2023-07 will be effective on January 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on our results of operations, financial position or cash flows. We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table, reported in USD, disaggregates our cash balances by currency denomination (in thousands):




	June 30, 2024		December 31, 2023
Cash denominated in:
USD	$	417	$	31
CNY	16		109
GBP	4		1
HKD	1		4
Total cash	$	438	$	145

Schedule of Exchange Rates

We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:


	2024	2023
Exchange rates at June 30th:
GBP:USD	1.264	1.266
CNY:USD	0.138	0.138
HKD:USD	0.128	0.128

Average exchange rate during the six months ended June 30th:
CNY:USD	0.138	0.143
GBP:USD	1.270	1.252

REVENUE (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue by Major Category

The following table presents a disaggregation of our revenue by category of products and services (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
AI-based products and services	$	3,699	$	3,105	$	4,086	$	3,826
Other	—		62		—		167
Revenue	$	3,699	$	3,167	$	4,086	$	3,993

Schedule of Disaggregation of Revenue by Country

The following table presents a disaggregation of our revenue by country (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
China	$	—	$	3,097	$	387	$	3,840
United States and United Kingdom	3,699		70		3,699		153

Revenue	$	3,699	$	3,167	$	4,086	$	3,993

TRADE ACCOUNTS RECEIVABLE (Tables)

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Schedule of Components of Prepaid Expense and Other Current Assets




	June 30, 2024		December 31, 2023
U.S. and U.K.
Gross accounts receivable balance	$	3,722	$	62
Allowance for bad debt	(42)		(42)
Accounts receivable, net - U.S. and U.K.	$	3,680	$	20

China
Gross accounts receivable balance	$	6,530	$	7,001
Allowance for bad debt	(5,849)		(5,734)
Accounts receivable, net - China	$	681	$	1,267
Total accounts receivable - net	$	4,361	$	1,287

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expense and Other Current Assets

The following table presents the components of prepaid expense and other current assets (in thousands):




	June 30, 2024		December 31, 2023


Other receivables	2		147
Prepaid expense	369		339
Deposits	121		128


Total	$	492	$	614

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following (in thousands, except estimated lives):




	Estimated Life (Years)	June 30, 2024		December 31, 2023
Vehicles	3	$	153	153
Computers and equipment	3	1,232		$	1,217
Furniture and fixtures	3	42		42
Software	3	4,609		4,082
Leasehold improvements	3	206		204

Total property, equipment and software		$	6,242	$	5,698
Less accumulated depreciation		(5,608)		(5,509)
Total property, equipment and software, net		$	634	$	189

ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expense and Other Current Liabilities

The following table presents the components of Accrued expense and other current liabilities (in thousands):




	June 30, 2024		December 31, 2023
Accrued compensation and benefit-related expense	$	2,434	$	3,221
Accrued delinquent payroll taxes	1,356		495
Accrued interest	3,306		1,570
Other accrued expense	2,770		3,187
Other payables	2,202		2,138
Operating lease liability - current	249		288

Other current liabilities	886		632
Total	$	13,203	$	11,531

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

The following table presents our notes payable (in thousands) as of:




	June 30, 2024		December 31, 2023
2023 Mudrick Notes (Past Due)	$	16,307	$	16,307
Other notes payable	189		156
Notes payable, net of unamortized discount and debt issuance cost	$	16,496	$	16,463

OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Activity Related to All Obligations to Issue Shares

The following table shows the changes in our obligations to issue common stock (dollars in thousands):


	2023 Debentures		ELOC Advances		Total
Obligations to Issue Common Stock
Balance at December 31, 2023	$	4,647	$	5,386	$	10,033
Establishment of new obligation to issue shares	—		7,781		7,781
Issuance of Shares	(10,321)		(1,986)		(12,307)
Change in measurement of liability	5,674		1,367		7,041
Balance at June 30, 2024	$	—	$	12,548	$	12,548

Estimated Number of Shares Issuable
Balance at December 31, 2023	9,383,966		10,876,635		20,260,601
Establishment of new obligation to issue shares	—		24,965,987		24,965,987
Issuance of Shares	(16,271,989)		(11,561,216)		(27,833,205)
Change in estimated number of shares issuable	6,888,023		76,912,347		83,800,370
Balance at June 30, 2024	—		101,193,753		101,193,753

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2024:


	2023 Debentures		ELOC Advances		Total
Initial obligation in excess of purchase price	$	—	$	3,031	3,031
Change in measurement of liability	5,674		1,367		7,041
Total	$	5,674	$	4,398	$	10,072

The following table shows the composition of finance cost associated with our obligations to issue common stock (dollars in thousands) for the six months ended June 30, 2023:


	2022 Debentures		2023 Debentures		Filing & Effectiveness Default		Letter Agreement		ELOC Advance		Total
Initial obligation in excess of purchase price	$	—	$	1,609	$	332	$	249	$	984	3,174
Change in measurement of liability	1,246		235		(38)		(22)		31		1,452
Total	$	1,246	$	1,844	$	294	$	227	$	1,015	$	4,626

STOCKHOLDERS' DEFICIT (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Share-based Payment Arrangement, Activity

The following table summarizes information related to our equity-classified stock warrant issuances as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,007,441	$	39.90	2.7	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	—	—
Outstanding at June 30, 2024	1,007,441	$	39.90	2.2	$	—

Schedule of Stock Option Activity Under Equity Incentive Plans

The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	1,618,851	$	30.31	4.5	$	1
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(100,773)	57.37
Outstanding at June 30, 2024	1,518,078	$	28.52	4.2	$	—

Exercisable at December 31, 2023	1,598,754	30.67		4.4	$	—
Exercisable at June 30, 2024	1,500,747	28.82		4.1	$	—

The following table summarizes activity related to our liability-classified China Cash Bonuses as of and for the dates and periods noted:


	Shares	Weighted Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2023	56,750	$	30.86	5.1	$	—
Granted	—	—
Exercised	—	—
Forfeited, cancelled or expired	(13,000)	13.39
Outstanding at June 30, 2024	43,750	$	30.86	4.6	$	—

Exercisable at December 31, 2023	56,750	30.86		5.1	$	—
Exercisable at June 30, 2024	43,750	30.86		4.6	$	—

Schedule of Change in Liability Balance Associated with China Cash Bonuses

The following table presents the change in the liability associated with our China Cash Bonuses included in Accrued expense and other current liabilities (in thousands):


	Six Months Ended June 30,		Year Ended December 31,
	2024		2023
Balance at beginning of period	$	11	$	32
Share-based compensation expense related to China Cash Bonuses	(9)		(21)
Balance at end of period	$	2	$	11

Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount

The following table presents a breakdown of share-based compensation cost included in operating expense (in thousands):


	Six Months Ended June 30,
	2024		2023
Stock options	$	15	$	156
China Cash Bonuses	(9)		(3)
Total	$	6	$	153

ORGANIZATION AND BUSINESS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stockholders' deficit	$ 46,349	$ 42,436	$ 39,590	$ 28,429	$ 25,777	$ 20,425
Net cash used in operating activities	6,100
Cash and cash equivalents	438		145
Accrued delinquent payroll taxes	1,356		495
Accrued expense and other current liabilities	(13,203)		(11,531)
Related Party
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Advance from related parties	$ 1,036		1,595
Revision of Prior Period, Reclassification, Adjustment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued expense and other current liabilities			400
Revision of Prior Period, Reclassification, Adjustment \| Related Party
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Advance from related parties			$ 400

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and cash equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Total cash	$ 438	$ 145
USD
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Total cash	417	31
CNY
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Total cash	16	109
GBP
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Total cash	4	1
HKD
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Total cash	$ 1	$ 4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Exchange Rates (Details)	Jun. 30, 2024	Jun. 30, 2023
GBP:USD
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency exchange rate	1.264	1.266
GBP:USD \| Weighted Average
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency exchange rate	1.270	1.252
CNY:USD
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency exchange rate	0.138	0.138
CNY:USD \| Weighted Average
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency exchange rate	0.138	0.143
HKD:USD
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items]
Foreign currency exchange rate	0.128	0.128

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) segment shares	Dec. 31, 2023 USD ($) shares
Disaggregation of Revenue [Line Items]
Term of contract	1 year
Reserve for inventory \| $	$ 2.2	$ 2.2
Number of operating segments \| segment	1
Stock options
Disaggregation of Revenue [Line Items]
Shares of common stock outstanding (in shares) \| shares	1,518,078	1,618,851
Software
Disaggregation of Revenue [Line Items]
Estimate useful life (in years)	3 years
Other
Disaggregation of Revenue [Line Items]
Performance period (or less)	1 year
Minimum
Disaggregation of Revenue [Line Items]
Extended warranty period	1 year
Maximum
Disaggregation of Revenue [Line Items]
Extended warranty period	3 years

CONCENTRATION OF RISK (Details) - Customer Concentration Risk	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Customer A \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage		40.00%
Customer A \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	87.00%		37.00%
Customer B \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage		35.00%
Customer B \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage			34.00%
Customer C \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage		11.00%
Customer C \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage			12.00%

REVENUE - Schedule of Disaggregated by Major Category (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 3,699	$ 3,167	$ 4,086	$ 3,993
AI-based products and services
Disaggregation of Revenue [Line Items]
Revenue	3,699	3,105	4,086	3,826
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 62	$ 0	$ 167

REVENUE - Schedule of Disaggregation by Country (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 3,699	$ 3,167	$ 4,086	$ 3,993
China
Disaggregation of Revenue [Line Items]
Revenue	0	3,097	387	3,840
United States and United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	$ 3,699	$ 70	$ 3,699	$ 153

REVENUE - Narrative (Details) - USD ($)	6 Months Ended
REVENUE - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue recognized on liability balances	$ 0	$ 0
Revenue recognized from performance obligations satisfied in previous periods	0	$ 0
AI-Based Products
Disaggregation of Revenue [Line Items]
Revenue recognized on liability balances	$ 400,000
Completed projects value			$ 1,400,000

TRADE ACCOUNTS RECEIVABLE - Schedule of Components of Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable - net	$ 4,361	$ 1,287
United States and United Kingdom
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable balance	3,722	62
Allowance for bad debt	(42)	(42)
Total accounts receivable - net	3,680	20
China
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable balance	6,530	7,001
Allowance for bad debt	(5,849)	(5,734)
Total accounts receivable - net	$ 681	$ 1,267

TRADE ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
China \| AI-Based Products
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade receivables	$ 0.7	$ 0.7

DEFERRED COST OF REVENUE (Details) - USD ($)	6 Months Ended
DEFERRED COST OF REVENUE (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred cost of revenue, current	$ 0		$ 6,644,000
Revenue recognized on liability balances	0	$ 0
China Business Partner
Disaggregation of Revenue [Line Items]
Revenue recognized on liability balances	$ 400,000

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Current Assets
Other receivables	$ 2	$ 147
Prepaid expense	369	339
Deposits	121	128
Total	$ 492	$ 614

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 6,242	$ 5,698
Less accumulated depreciation	(5,608)	(5,509)
Total property, equipment and software, net	$ 634	189
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 153	153
Computers and equipment
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 1,232	1,217
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 42	42
Software
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 4,609	4,082
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 206	$ 204

ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued compensation and benefit-related expense	$ 2,434	$ 3,221
Accrued delinquent payroll taxes	1,356	495
Accrued interest	3,306	1,570
Other accrued expense	2,770	3,187
Other payables	$ 2,202	$ 2,138
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total	Total
Operating lease liability - current	$ 249	$ 288
Other current liabilities	886	632
Total	$ 13,203	$ 11,531

NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Short-term Debt [Line Items]
Other notes payable	$ 189	$ 156
Notes payable, net of unamortized discount and debt issuance cost	16,496	16,463
2023 Mudrick Notes (Past Due) \| Notes Payable
Short-term Debt [Line Items]
2023 Mudrick Notes (Past Due)	16,307	16,307	$ 14,400
Notes payable, net of unamortized discount and debt issuance cost	$ 14,400	$ 14,400

NOTES PAYABLE - Narrative (Details) - USD ($)		3 Months Ended	6 Months Ended
NOTES PAYABLE - Narrative (Details) - USD ($)	Mar. 14, 2023	Mar. 31, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 03, 2021
Debt Instrument [Line Items]
Outstanding balance			$ 16,496,000	$ 16,463,000
Short-term Note Payable to Private Lender
Debt Instrument [Line Items]
Debt, weighted average interest rate			6.00%
Debt instrument, weighted average remaining term			3 years 4 months 24 days
2023 Mudrick Notes (Past Due) \| Short-term Note Payable to Private Lender
Debt Instrument [Line Items]
Principal balance of original mudrick loans			$ 16,307,000	16,307,000	$ 14,400,000
Accrued interest on loan		$ 600,000			$ 800,000
Interest expense		300,000
Outstanding balance			$ 14,400,000	$ 14,400,000
2023 Mudrick Notes (Past Due) \| Loans Payable
Debt Instrument [Line Items]
Principal balance of original mudrick loans						$ 30,000,000
Debt interest rate percentage	20.50%					16.50%
Increase, interest rate	2.00%
New Mudrick Note Purchase Agreement \| Mudrick Lenders
Debt Instrument [Line Items]
Principal balance of original mudrick loans	$ 16,300,000
Accrued interest on loan	1,100,000
Interest expense	$ 800,000	$ 800,000

FUNDS RECEIVED IN ADVANCE OF POTENTIAL FINANCING (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Funds received in advance of potential financing	$ 2,750	$ 0

OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) - Narrative (Details) $ / shares in Units, $ in Thousands									3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 09, 2024 USD ($) $ / shares	Jan. 08, 2024 USD ($)	Sep. 29, 2023 USD ($)	Sep. 15, 2023 USD ($)	Jun. 30, 2023 shares	Mar. 14, 2023 USD ($) debenture shares	Jan. 05, 2023 USD ($) day $ / shares	Oct. 06, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Obligations to issue common stock									$ 12,548		$ 12,548		$ 10,033
Common stock issued pursuant to agreements with Ionic (Note 12)									1,300	$ 3,437	12,307	$ 6,421
Letter Agreement
Debt Instrument [Line Items]
Obligations to issue common stock															$ 200
Establishment of new obligation to issue shares (in shares) \| shares					200,715
2022 Debentures
Debt Instrument [Line Items]
Obligations to issue common stock									$ 10,300		$ 10,300		$ 3,100	$ 1,900
Additional shares to issue (in shares) \| shares									16,271,989		16,271,989		2,230,814
Ionic
Debt Instrument [Line Items]
Additional shares to issue (in shares) \| shares									101,193,753		101,193,753		20,260,601
Settlement shares (in shares) \| shares						16,928,989		3,129,668					657,000	898,854
Aggregate fair value of obligation									$ 12,548		$ 12,548		$ 10,033
Establishment of new obligation to issue shares											$ 7,781
Establishment of new obligation to issue shares (in shares) \| shares											24,965,987
Common stock issuance upon note payable conversion (in shares) \| shares											27,833,205
Common stock issued pursuant to agreements with Ionic (Note 12)											$ 12,307
Ionic \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Sale of stock, amount authorized in transaction								$ 50,000
Stock purchase obligation, period of purchase								36 months
Cash received on sale of shares								$ 3,000
Sale of stock, additional number of shares issued in percentage								2.50%
Required minimum closing trading price (in usd per share) \| $ / shares								$ 0.20
Stockholder approval, outstanding percentage of common stock percentage								19.99%
Payable termination fee								$ 500
Ionic \| Maximum \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Sale of stock, purchase price, percentage	80.00%							80.00%
Ionic \| Minimum \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Sale of stock, amount authorized in transaction								$ 25,000
Sale of stock, purchase price, percentage								70.00%
Ionic \| Letter Agreement
Debt Instrument [Line Items]
Initial liability amount								$ 3,600
Ionic \| Letter Agreement \| Convertible Subordinated Debt
Debt Instrument [Line Items]
Principal balance of original mudrick loans						$ 2,800		2,800
Repurchase amount						$ 2,500		$ 2,500
Number of debentures \| debenture						2
Ionic \| 2022 Debentures
Debt Instrument [Line Items]
Additional shares to issue (in shares) \| shares														1,720,349
Ionic \| First Debenture Purchase Agreement \| Convertible Subordinated Debt \| First Debenture
Debt Instrument [Line Items]
Principal balance of original mudrick loans						$ 1,700
Repurchase amount						1,500
Ionic \| Second Debenture Purchase Agreement \| Convertible Subordinated Debt \| Second Debenture
Debt Instrument [Line Items]
Principal balance of original mudrick loans						1,100
Repurchase amount						1,000
Ionic \| 2023 Debentures
Debt Instrument [Line Items]
Additional shares to issue (in shares) \| shares									0		0		9,383,966
Aggregate fair value of obligation									$ 0		$ 0		$ 4,647
Establishment of new obligation to issue shares						$ 4,100					$ 0
Establishment of new obligation to issue shares (in shares) \| shares						3,669,228					0
Common stock issuance upon note payable conversion (in shares) \| shares											16,271,989
Common stock issued pursuant to agreements with Ionic (Note 12)											$ 10,321
Ionic \| Debenture Purchase Agreement Amendment \| Convertible Subordinated Debt
Debt Instrument [Line Items]
Beneficial ownership limitation percentage								4.99%
Ionic \| Letter Agreement With Ionic \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Cash received on sale of shares							$ 500
Debt conversion percentage				80.00%
Sale of stock, maximum trading amount				$ 20,000
Suspension from trading or delisting, trading days \| day							10
Minimum trading amount							$ 13,900
Commitment fee			$ 3,800
Ionic \| Letter Agreement With Ionic \| Maximum \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Conversion price (in usd per share) \| $ / shares	$ 0.25						$ 0.25
Debt conversion percentage							80.00%
Commitment fee				3,000
Ionic \| Letter Agreement With Ionic \| Minimum \| ELOC Purchase Agreement
Debt Instrument [Line Items]
Debt conversion percentage							70.00%
Commitment fee	$ 3,800	$ 500		$ 500
Ionic \| ELOC Advances
Debt Instrument [Line Items]
Principal balance of original mudrick loans									$ 4,800		$ 4,800
Additional shares to issue (in shares) \| shares									101,193,753		101,193,753		10,876,635
Aggregate fair value of obligation									$ 12,548		$ 12,548		$ 5,386
Finance cost									$ 3,000		3,000
Establishment of new obligation to issue shares											$ 7,781
Establishment of new obligation to issue shares (in shares) \| shares											24,965,987
Common stock issuance upon note payable conversion (in shares) \| shares											11,561,216
Common stock issued pursuant to agreements with Ionic (Note 12)											$ 1,986

OBLIGATIONS TO ISSUE COMMON STOCK (TRANSACTIONS WITH IONIC) - Schedule of Activity Related to All Obligations to Issue Shares (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 14, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Obligations to Issue Common Stock
Issuance of Shares			$ (1,300)	$ (3,437)	$ (12,307)	$ (6,421)
Convertible Debenture Rollforward [Roll Forward]
Total					10,072	4,626
Ionic
Obligations to Issue Common Stock
Beginning balance of convertible debenture, current					10,033
Establishment of new obligation to issue shares					7,781
Issuance of Shares					(12,307)
Change in measurement of liability					7,041	1,452
Ending balance of convertible debenture, current			$ 12,548		$ 12,548
Convertible Debenture Rollforward [Roll Forward]
Estimated Number of Shares Issuable, Beginning (in shares)					20,260,601
Establishment of new obligation to issue shares (in shares)					24,965,987
Issuance of Shares (in shares)					(27,833,205)
Change in estimated number of shares issuable (in shares)					83,800,370
Estimated Number of Shares Issuable, Ending (in shares)			101,193,753		101,193,753
Initial obligation in excess of purchase price					$ 3,031	3,174
Change in measurement of liability					7,041	1,452
Total					$ 10,072	4,626
2022 Debentures
Convertible Debenture Rollforward [Roll Forward]
Estimated Number of Shares Issuable, Beginning (in shares)					2,230,814
Estimated Number of Shares Issuable, Ending (in shares)			16,271,989		16,271,989
2022 Debentures \| Ionic
Obligations to Issue Common Stock
Change in measurement of liability						$ 1,246
Convertible Debenture Rollforward [Roll Forward]
Estimated Number of Shares Issuable, Beginning (in shares)						1,720,349
Initial obligation in excess of purchase price						$ 0
Change in measurement of liability						1,246
Total						1,246
2023 Debentures \| Ionic
Obligations to Issue Common Stock
Beginning balance of convertible debenture, current					$ 4,647
Establishment of new obligation to issue shares		$ 4,100			0
Issuance of Shares					(10,321)
Change in measurement of liability					5,674	235
Ending balance of convertible debenture, current			$ 0		$ 0
Convertible Debenture Rollforward [Roll Forward]
Estimated Number of Shares Issuable, Beginning (in shares)					9,383,966
Establishment of new obligation to issue shares (in shares)		3,669,228			0
Issuance of Shares (in shares)					(16,271,989)
Change in estimated number of shares issuable (in shares)					6,888,023
Estimated Number of Shares Issuable, Ending (in shares)			0		0
Initial obligation in excess of purchase price					$ 0	1,609
Change in measurement of liability					5,674	235
Total					5,674	1,844
Filing & Effectiveness Default \| Ionic
Obligations to Issue Common Stock
Change in measurement of liability						(38)
Convertible Debenture Rollforward [Roll Forward]
Initial obligation in excess of purchase price						332
Change in measurement of liability						(38)
Total						294
Letter Agreement
Convertible Debenture Rollforward [Roll Forward]
Establishment of new obligation to issue shares (in shares)	200,715
Letter Agreement \| Ionic
Obligations to Issue Common Stock
Change in measurement of liability						(22)
Convertible Debenture Rollforward [Roll Forward]
Initial obligation in excess of purchase price						249
Change in measurement of liability						(22)
Total						227
ELOC Advances \| Ionic
Obligations to Issue Common Stock
Beginning balance of convertible debenture, current					5,386
Establishment of new obligation to issue shares					7,781
Issuance of Shares					(1,986)
Change in measurement of liability					1,367	31
Ending balance of convertible debenture, current			$ 12,548		$ 12,548
Convertible Debenture Rollforward [Roll Forward]
Estimated Number of Shares Issuable, Beginning (in shares)					10,876,635
Establishment of new obligation to issue shares (in shares)					24,965,987
Issuance of Shares (in shares)					(11,561,216)
Change in estimated number of shares issuable (in shares)					76,912,347
Estimated Number of Shares Issuable, Ending (in shares)			101,193,753		101,193,753
Initial obligation in excess of purchase price					$ 3,031	984
Change in measurement of liability					1,367	31
Total					$ 4,398	$ 1,015

STOCKHOLDERS' DEFICIT - Narrative (Details) $ in Millions	6 Months Ended
STOCKHOLDERS' DEFICIT - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($) shares
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award expiration period	10 years
Ionic \| Partial Settlement of ELOC Advances
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued in transaction (in shares) \| shares	27,833,205
Fair value \| $	$ 12.3

STOCKHOLDERS' DEFICIT - Schedule of Share-based Payment Arrangement, Activity (Details) - Warrant - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Shares
Outstanding at beginning of period (in share)	1,007,441
Granted (in shares)	0
Exercised (in shares)	0
Forfeited, cancelled or expired (in shares)	0
Outstanding at end of period (in shares)	1,007,441	1,007,441
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 39.90
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited, cancelled or expired (in dollars per share)	0
Outstanding at end of period (in dollars per share)	$ 39.90	$ 39.90
Weighted-Average Remaining Contractual Term
Outstanding (term)	2 years 2 months 12 days	2 years 8 months 12 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 0	$ 0

STOCKHOLDERS' DEFICIT - Schedule of Stock Option Activity Under Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Stock options
Shares
Outstanding at beginning of period (in shares)	1,618,851
Granted (in shares)	0
Exercised (in shares)	0
Forfeited, cancelled or expired (in shares)	(100,773)
Outstanding at end of period (in shares)	1,518,078	1,618,851
Options exercisable (in shares)	1,500,747	1,598,754
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 30.31
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited, cancelled or expired (in dollars per share)	57.37
Outstanding at end of period (in dollars per share)	28.52	$ 30.31
Options exercisable (in dollars per share)	$ 28.82	$ 30.67
Weighted-Average Remaining Contractual Term
Outstanding (term)	4 years 2 months 12 days	4 years 6 months
Options exercisable (term)	4 years 1 month 6 days	4 years 4 months 24 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 0	$ 1
Options exercisable	$ 0	$ 0
China Cash Bonuses
Shares
Outstanding at beginning of period (in shares)	56,750
Granted (in shares)	0
Exercised (in shares)	0
Forfeited, cancelled or expired (in shares)	(13,000)
Outstanding at end of period (in shares)	43,750	56,750
Options exercisable (in shares)	43,750	56,750
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 30.86
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited, cancelled or expired (in dollars per share)	13.39
Outstanding at end of period (in dollars per share)	30.86	$ 30.86
Options exercisable (in dollars per share)	$ 30.86	$ 30.86
Weighted-Average Remaining Contractual Term
Outstanding (term)	4 years 7 months 6 days	5 years 1 month 6 days
Options exercisable (term)	4 years 7 months 6 days	5 years 1 month 6 days
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 0	$ 0
Options exercisable	$ 0	$ 0

STOCKHOLDERS' DEFICIT - Schedule of Change in Liability Balance Associated with China Cash Bonuses (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Payment Award Liability [Roll Forward]
Share-based compensation expense related to China Cash Bonuses	$ 6	$ 153
China Cash Bonuses
Share-based Payment Award Liability [Roll Forward]
Balance at beginning of period	11	32	$ 32
Share-based compensation expense related to China Cash Bonuses	(9)	$ (3)	(21)
Balance at end of period	$ 2		$ 11

STOCKHOLDERS' DEFICIT - Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 6	$ 153
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	15	156
China Cash Bonuses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ (9)	$ (3)	$ (21)

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Management \| Advances To Senior Management For Operating Expenses
Related Party Transaction [Line Items]
Accounts payable	$ 1.0	$ 1.6

CHINA BUSINESS PARTNER (Details) - USD ($) $ in Thousands	6 Months Ended
CHINA BUSINESS PARTNER (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Payments to purchase software	$ 0	$ 0
Trade accounts receivable, net	4,361		$ 1,287
China Business Partner
Related Party Transaction [Line Items]
Payments to purchase software	300
China Business Partner \| VIE
Related Party Transaction [Line Items]
Trade accounts receivable, net	$ 700		$ 700

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Aug. 05, 2024	Aug. 19, 2024	Jun. 30, 2024
Ionic \| Partial Settlement of ELOC Advances
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)			27,833,205
Subsequent Event \| Ionic \| Partial Settlement of ELOC Advances
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)		1,080,000
Subsequent Event \| 2023 Mudrick Notes (Past Due) \| Secured Convertible Debenture
Subsequent Event [Line Items]
Principal balance of original mudrick loans	$ 16,300
Accrued interest on loan	$ 3,700
Debt interest rate percentage	20.50%
Convertible, floor price (in usd per share)	$ 0.10
Stockholder approval, outstanding percentage of common stock percentage	9.99%
Written notice	61 days
Debt conversion percentage	10.00%
Redemption price, percentage	100.00%
Covenant amount	$ 100
Default interest rate	22.50%

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