Additional Proxy Soliciting Materials (definitive) (defa14a)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Check the appropriate box:
for Use of the Commission Only (as permitted by Rule
Material Pursuant to §240.14a-12
Remark Holdings, Inc.
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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the filing fee is calculated and state how it was
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Schedule or Registration Statement No.:
February 8, 2021
We are writing to remind you that the Remark Holdings, Inc.
(“Remark,” “we,” “us,” or “our”) special meeting of stockholders
(the “Special Meeting”), will be held on February 23, 2021 at 1
p.m. ET. The Special Meeting will be held in a virtual meeting
format only, via audio webcast. You may attend, vote and submit
questions during the Special Meeting via the Internet at
The Special Meeting is being held to vote on a proposal to approve
an amendment to our Amended and Restated Certificate of
Incorporation which would increase the number of authorized shares
of our common stock by 75,000,000, from the current 100,000,000
authorized shares to 175,000,000 authorized shares.
YOUR VOTE IS VERY IMPORTANT
If the Authorized Shares Amendment Proposal is not approved, our
ability to raise required funding will be severely impacted,
potentially resulting in adverse consequences for shareholder
value, including taking steps that would allow us to initiate a
potential forced sale of a part of our investment in Sharecare
before such investment reaches its full value to
We would like to clarify the following information to make your
proposed amendment to our Amended and Restated Certificate of
Incorporation would only increase our authorized shares of common
stock by 75,000,000, as our Amended and Restated Certificate of
Incorporation in its current form has already authorized
100,000,000 shares of common stock.
do not currently have any plans to issue a significant number of
additional shares from the 75,000,000 that would be authorized if
you vote YES regarding the proposed amendment.
additional 75,000,000 shares of common stock that would be
authorized by the amendment to our Amended and Restated Certificate
of Incorporation would allow us to meet our obligations to issue
shares when holders of already-outstanding option contracts or
warrants to purchase our common stock are exercised, thereby
avoiding more costly remedies.
Regardless of whether you plan to attend the virtual Special
Meeting, we ask that you promptly vote your shares. If you need
assistance voting your shares, please call 1-866-695-6078
(toll-free) or E. Brian Harvey, Senior Vice President, Capital
Markets and Investor Relations, at 702-947-0739.
/s/ Kai-Shing Tao
Chairman and Chief Executive Officer