SEC Form SC 13G/A filed by Remark Holdings Inc. (Amendment)
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G/A
Under the
Securities Exchange Act of 1934
(Amendment No. 5)*
Remark Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75955K300
(CUSIP Number)
February 10, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 75955K300 | |||||
| 1. | Names
of Reporting Persons Lawrence I. Rosen | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 709,487 | |||
| 6. | Shared Voting Power | ||||
| 7. | Sole
Dispositive Power 709,487 | ||||
| 8. | Shared Dispositive Power | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 709,487 | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 6.1%1 | ||||
| 12. | Type
of Reporting Person (See Instructions) IN - Individual | ||||
1 Based on 11,539,564 shares of the Issuer’s Common Stock, par value $0.001 per share (“Common Stock”), outstanding as of January 12, 2023, as reported on page 38 of the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 18, 2023. The shares of Common Stock outstanding gives effect to the December 21, 2022 one for 10 reverse stock split.
| 2 |
| Item 1. | |||
| (a) | Name
of Issuer Remark Holdings, Inc. | ||
| (b) |
Address of Issuer’s Principal
Executive Offices | ||
| Item 2. | |||
| (a) | Name
of Person Filing Lawrence I. Rosen (“Mr. Rosen”) | ||
| (b) | Address of Principal Business Office or, if none, Residence The principal business address of Mr. Rosen is 1578 Sussex Turnpike, Building 5, Randolph, NJ 07689. | ||
| (c) | Citizenship United States | ||
| (d) | Title
of Class of Securities Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP
Number 75955K300 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | o | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
| 3 |
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: 709,487 | ||
| (b) | Percent of class: 6.1% Based on 11,539,564 shares of the Issuer’s Common Stock, par value $0.001 per share (“Common Stock”) outstanding as of January 12, 2023, as reported on page 38 of the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 18, 2023. The shares of Common Stock outstanding gives effect to the December 21, 2022 one for 10 reverse stock split. | ||
| (c) | Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote 709,487 | ||
| (ii) | Shared power to vote or to direct the vote
| ||
| (iii) | Sole power to dispose or to direct the disposition of 709,487 | ||
| (iv) | Shared power to dispose or to direct the disposition of
| ||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| Item 8. | Identification and Classification of Members of the Group | ||
| Item 9. | Notice of Dissolution of Group | ||
| 4 |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2023 | |
| Date | |
/s/ Lawrence I. Rosen | |
| Signature | |
Lawrence I. Rosen | |
| Name |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
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