Remark issues Series A preferred to CEO with special voting; Series B preferred designated at 15% dividend

REMARK HOLDINGS, INC.

CEO Kai-Shing Tao acquired 150,000 Series A Preferred shares at $0.001 each under stock purchase agreement.
Series A shares carry 1,000 votes each, but only on five specific proposals (directors, auditor, redomestication to NV, equity plan, authorized shares).
Series B Preferred (800k shares) designated with $100 stated value, 15% cumulative quarterly dividend, and two-year redemption lock.
Bylaws amended to set stockholder meeting quorum at 33.33% of outstanding voting power.
Company plans redomestication from Delaware to Nevada as one of the voting proposals.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

REMARK HOLDINGS, INC.: Amendment to Section 2.06 of Bylaws to set quorum at 33.33% of voting power (effective 2024-10-30).

Change: bylaw amendment
Effective: 2024-10-30

Exact text from the filing

On October 30, 2024, the Board of Directors of Remark approved an amendment to Section 2.06 of Remark’s Amended and Restated Bylaws (the “Bylaws”) to specify that the quorum for the transaction of business at all meetings of stockholders, whether annual or special, shall be 33.33% of the voting power of the shares outstanding entitled to vote, present in person or by proxy . The amendment became effective immediately.

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Source: SEC EDGAR

accession 0001368365-24-000094

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