0001368365-22-000016 | 10-K | XBRL Viewer

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SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Millions	Jan. 25, 2022	Jan. 04, 2022
Subsequent Event [Line Items]
Prepayment of debt	$ 3.9
Mudrick Lenders
Subsequent Event [Line Items]
Prepayment of debt		$ 3.7
Accrued interest on loan		$ 0.4

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

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

Prepaid Expense and Other Current Assets

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


	December 31,
	2021		2020

Receivable from China Business Partner	$	3,980	$	—
Other receivables	9		8
Prepaid expense	1,558		1,877
Deposits	221		50

Other current assets	595		108
Total	$	6,363	$	2,043

CONCENTRATION OF RISK	12 Months Ended
CONCENTRATION OF RISK	Dec. 31, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS OF RISK	NOTE 3. CONCENTRATIONS 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 year ended December 31, 2021, three of our customers represented about 24%, 18% and 12%, respectively, of our revenue, while during year ended December 31, 2020, our two largest customers represented about 31% and 11%, respectively, of our revenue. At December 31, 2021, accounts receivable from three of our customers represented about 25%, 24% and 10%, respectively, of our gross accounts receivable, while at December 31, 2020, accounts receivable from our largest customer represented about 38% of our gross accounts receivable. 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.

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, 2019		51,055,159
Beginning balance at Dec. 31, 2019	$ (27,728)	$ 51	$ 319,275	$ (227)	$ (346,827)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(13,685)				(13,685)
Share-based compensation	160		160
Common stock issued (in shares)		48,298,893
Common stock issued	32,030	$ 48	31,982
Equity instrument exercises (in shares)		150,989
Equity instrument exercises	130	$ 1	129
Foreign currency translation	1
Other	$ 1			1
Ending balance (in shares) at Dec. 31, 2020	99,505,041	99,505,041
Ending balance at Dec. 31, 2020	$ (9,092)	$ 100	351,546	(226)	(360,512)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	27,472				27,472
Share-based compensation	4,300		4,300
Common stock and stock warrants issued for cash (in shares)		4,237,290
Common stock issued	4,614	$ 4	4,610
Equity instrument exercises (in shares)		547,945
Equity instrument exercises	1,077		1,077
Common stock issuance upon note payable conversion (in shares)		876,493
Common stock issuance upon note payable conversion	1,105	$ 1	1,104
Reclassification of warrant liability to equity	1,602		1,602
Foreign currency translation	$ (44)			(44)
Other (in shares)		(9,000)
Ending balance (in shares) at Dec. 31, 2021	105,157,769	105,157,769
Ending balance at Dec. 31, 2021	$ 31,034	$ 105	$ 364,239	$ (270)	$ (333,040)

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 19. SUBSEQUENT EVENTS On January 4, 2022, we repaid $3.7 million of principal, plus $0.4 million of accrued interest, on the Mudrick Loans. On January 25, 2022, our China Business Partner repaid the entire $3.9 million that had been advanced by one of the VIEs pursuant to the agreement such VIE had executed with the China Business Partner in 2020.

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Reconciliation Between Income Tax Benefit Computed by Applying Federal Statutory Rate and Actual Income Tax Expense

The following table presents a reconciliation between the income tax benefit computed by applying the federal statutory rate and our actual income tax expense:



	Year Ended December 31,
	2021		2020
Income tax benefit at federal statutory rate	$	5,771	$	(2,874)
Change in deferred tax asset valuation allowance	(5,241)		1,670
Tax impact of warrants	(26)		338
Tax effects of:
Statutory differences	327		1,014
R&D expense	(210)		(202)
Foreign tax rates different than U.S. federal statutory rate	68		(96)
Other permanent items	(331)		155
Deferred adjustments	99		86
Other	(466)		(91)
Income tax provision (benefit) as reported	$	(9)	$	—

Loss Before Income Tax Attributable to Domestic and Foreign Operations

The following table presents loss before income tax attributable to domestic and to foreign operations (in thousands):



	Year Ended December 31,
	2021		2020
Domestic	$	28,036	$	(11,289)
Foreign	(555)		(2,396)
Loss before income taxes	$	27,481	$	(13,685)

Components of Deferred Tax Assets and Liabilities

The following table presents the components of our DTAs and DTLs (in thousands):


	December 31,
	2021		2020
Deferred Tax Assets
Net operating loss carryforwards	$	43,375	$	41,061
Amortization of intangibles	1,979		2,167
Share-based compensation expense	7,423		6,876
Other	3,503		3,000
Gross deferred tax assets	$	56,280	$	53,104
Valuation allowance	(47,857)		(53,117)
Deferred tax assets, net of valuation allowance	$	8,423	$	(13)
Deferred Tax Liabilities
Deferred gain	(8,444)		—
Depreciation of fixed assets	21		13
Gross deferred tax liabilities	(8,423)		13
Net deferred tax liability	$	—	$	—

DEBT - Notes Payable (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Unamortized discount and debt issuance cost	$ (2,189,000)	$ 0
Notes payable, net of unamortized discount and debt issuance cost	27,811,000	1,500,000
Notes Payable
Short-term Debt [Line Items]
Note payable	30,000,000	1,500,000
Note payable to private lender \| Notes Payable
Short-term Debt [Line Items]
Note payable	0	1,500,000
Mudrick Loans \| Notes Payable
Short-term Debt [Line Items]
Note payable	$ 30,000,000	$ 0

ACCRUED EXPENSE AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Accrued compensation and benefit-related expense	$ 821	$ 1,151
Accrued interest	385	485
Other accrued expense	1,673	721
Other payables	2,324	3,048
Operating lease liability - current	187	382
China Cash Bonuses	439	679
Other current liabilities	134	194
Total	$ 5,963	$ 6,660

ORGANIZATION AND BUSINESS	12 Months Ended
ORGANIZATION AND BUSINESS	Dec. 31, 2021
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”), and the variable-interest entities (“VIEs”) that Remark consolidates, constitute a diversified global technology business with leading artificial intelligence (“AI”) and data-analytics, as well as a portfolio of digital media properties. The common stock of Remark Holdings, Inc. is listed on the Nasdaq Capital Market under the ticker symbol MARK. We and the VIEs primarily sell AI-based products and services. We recognize revenue from sales in the U.S., while the VIEs generate substantially all of their revenue from China. Corporate Structure We are a holding company incorporated in Delaware and not a Chinese operating company. As a holding company, we conduct a significant part of our operations through our subsidiaries and through contractual arrangements with the VIEs based in China. We use the VIE structure to address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government. We own 100% of the equity of a WFOE, which has entered into contractual arrangements with the VIEs, which are owned by members of our management team in China and/or by third parties. We fund the registered capital and operating expenses of the VIEs on behalf of the shareholders of the VIEs by making advances to the VIEs. We believe that we are the primary beneficiary of the VIEs because the contractual arrangements governing the relationship between the VIEs and our WFOE, which include an exclusive call option agreement, exclusive business cooperation agreement, a proxy agreement and an equity pledge agreement, enable us to (i) exercise effective control over the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and/or assets of the VIEs to the extent permitted by Chinese laws. Because these contractual arrangements with the VIEs provide us with the power to direct the activities of the VIEs, for accounting purposes we are the primary beneficiary of the VIEs and we have consolidated the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. The agreements governing the VIE contractual arrangements have not been tested in a court of law. However, an article published in China Business Law Journal indicated that a China International Economic and Trade Arbitration Commission (“CIETAC”) Shanghai tribunal ruled in 2010 and 2011 in two related cases involving the contractual arrangement of an online game operating company that the contractual arrangement was void on the grounds that such arrangement violated the mandatory administrative regulations prohibiting foreign investors from investing in the online game operation business and constituted “concealing illegal intentions with a lawful form.” According to publicly available information, while the agreements entered into by the parties in the aforementioned CIETAC cases are typical VIE agreements, the PRC domestic company involved in such cases was mainly engaged in online game operation. Although the PRC foreign investment regime restricts or prohibits foreign investment in certain industries, online game operation is one of few industries where there are rules specifically prohibiting foreign investors from controlling and participating in the business indirectly through contractual or technical support arrangements. Though the agreements in the CIETAC cases are similar to our contractual arrangements with the VIEs, we and the VIEs do not operate in the online game operation industry and, to our knowledge, the business conducted by the VIEs is not prohibited from investment from foreign investors in China. We also note that the rulings in the CIETAC cases are not binding on Chinese courts or other arbitration tribunals. The following diagram illustrates our corporate structure, including our significant subsidiaries, and the relationship between our WFOE and the VIEs as of the date of this Form 10-K. The diagram omits certain entities which are immaterial to our results of operations and financial condition. Equity interests depicted in this diagram are 100% owned. The relationships between each of Chengdu Remark Technology Co., Ltd., Hangzhou Shufeng Technology Co., Ltd., Remark Data Technology Co., Ltd. and Bonet (Beijing) Technology LLC, which constitute the VIEs, on the one hand, and KanKan Technology (Shanghai) Co., Ltd., our WFOE, on the other hand, as illustrated in the following diagram are governed by contractual arrangements and do not constitute equity ownership. Because we do not directly hold equity interests in the VIEs, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the contractual arrangements among the WFOE, the VIEs and the shareholders of the VIEs. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause the value of our common stock to depreciate significantly or become worthless. The contractual arrangements may not be as effective as direct ownership in providing operational control and we face contractual exposure in such arrangements. For instance, the VIEs and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholders of the VIEs may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIEs. In the event that the VIEs or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether Chinese courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. Risks of Doing Business in China We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations, including the enforcement of such laws and regulations, are sometimes vague and uncertain and can change quickly with little advance notice. The Chinese government may intervene or influence our operations and the operations of the VIEs at any time and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our securities. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significant limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or become worthless. Recently, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, data security and anti-monopoly concerns. As of the date of this Form 10-K, neither we nor the VIEs have been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this Form 10-K, no relevant laws or regulations in China explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) for any securities listing. As of the date of this Form 10-K, neither we nor the VIEs have received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. As of the date of this Form 10-K, we and the VIEs are not required to seek permissions from the CSRC, the Cyberspace Administration of China (the “CAC”), or any other entity that is required to approve of the operations of the VIEs. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations of the VIEs or any securities listing. Transfer of Cash or Assets Dividend Distributions As of the date of this Form 10-K, none of our subsidiaries or any of the consolidated VIEs have made any dividends or distributions to us. We have never declared or paid dividends or distributions on our common equity. We currently intend to retain all available funds and any future consolidated earnings to fund our operations and continue the development and growth of our business; therefore, we do not anticipate paying any cash dividends. Under Delaware law, a Delaware corporation’s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we may rely on dividends and other distributions on equity from our WFOE for cash requirements, including the funds necessary to pay dividends and other cash contributions to our stockholders. Our WFOE’s ability to distribute dividends is based upon its distributable earnings. Current Chinese regulations permit our WFOE to pay dividends to their shareholders only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the statutory reserve equal to 50% of registered capital. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through the current VIE contractual arrangements, we may be unable to pay dividends on our common stock. For us to pay dividends to our stockholders, we will rely on payments made from the VIEs to our WFOE in accordance with the VIE contractual arrangements, and the distribution of payments from the WFOE to the Delaware holding company as dividends. Certain payments from the VIEs to the WFOE pursuant to the VIE contractual arrangements are subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax. Our Company’s Ability to Settle Amounts Owed under the VIE Contractual Arrangements Under the VIE contractual arrangements, the VIEs are obligated to make payments to our WFOE, in cash or in kind, at the WFOE’s request. We will be able to settle amounts owed under the VIE contractual arrangements through dividends paid by our WFOE to our Company. Such ability may be restricted or limited as follows: First, any payments from the VIEs to our WFOE are subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax. Second, current Chinese regulations permit our WFOE to pay dividends to their shareholders only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations, and then only after meeting the statutory reserve equal to 50% of registered capital. In addition, if our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to the Delaware holding company. Third, the Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from profits, if any. COVID-19 Our consolidated financial statements for the year ended December 31, 2021 were impacted by the effects of the COVID-19 pandemic, which has caused a broad shift towards remote working arrangements for many businesses worldwide and injected uncertainty and delay into decision-making processes for such businesses. Varying degrees of preventative measures are still in place in China and some other parts of the world, including travel restrictions, closures of non-essential businesses and other quarantine measures. The preventative measures have limited the operational capabilities of the VIEs, which could have a material adverse impact on our business and which have created significant uncertainties, such as the potential adverse effect of the pandemic on the economy, our vendors, our employees and customers and customer sentiment in general. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration and severity of the pandemic, the duration of any remaining preventative measures implemented by domestic and foreign governments, the impact on capital and financial markets and the related impact on the financial circumstances of our customers, all of which are highly uncertain and cannot be predicted. The pandemic-related situation continues to change rapidly, and additional impacts of which we are not currently aware may arise. We are closely monitoring worldwide developments and are continually assessing the potential impact on our business. Going Concern During the year ended December 31, 2021, and in each fiscal year since our inception, we have incurred operating losses which have resulted in an accumulated deficit of $333.0 million within stockholders’ equity as of December 31, 2021. Additionally, our operations have historically used more cash than they have provided. Net cash used in operating activities was $20.2 million during the year ended December 31, 2021. As of December 31, 2021, our cash balance was $14.2 million. 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, 2021, 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 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-K. As a result, we are actively evaluating strategic alternatives including debt and equity financings and potential sales of investment assets or operating businesses. 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, affect our cash flow; those factors include the effects of the COVID-19 pandemic, 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, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: •develop and grow new product line(s) •monetize existing assets •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 March 31, 2023.

REVENUE - Narrative (Details) - USD ($)	12 Months Ended
REVENUE - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue recognized on liability balances	$ 0	$ 0
Revenue recognized from performance obligations satisfied in previous periods	$ 0	$ 0

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Lease Expense, Net of Sublease Income

The following table presents the detail of our lease expense, which is reported in General and administrative expense (in thousands):


	Year Ended December 31,
		2021		2020
Operating lease expense		$	304	$	640
Short-term lease expense		982		291

Lease expense		$	1,286	$	931

Schedule of Maturity of Lease Liabilities

The following table presents information regarding the maturities of undiscounted remaining operating lease payments, with a reconciliation to the amount of the liabilities representing such payments as presented in our December 31, 2021 Consolidated Balance Sheet (in thousands):


Operating lease liabilities maturing during the next:
One year	$	201
Two years	25




Total undiscounted cash flows	$	226
Present value of cash flows	$	212

Lease liabilities on balance sheet:
Short-term (included in accrued expenses)	$	187
Long-term	25
Total lease liabilities	$	212

CONCENTRATION OF RISK (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer A \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%	31.00%
Customer A \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	25.00%	38.00%
Customer B \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	18.00%	11.00%
Customer B \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%
Customer C \| Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%
Customer C \| Gross Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%

TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross accounts receivable balance	$ 11,551	$ 5,988
Allowance for bad debt	(1,284)	(961)
Accounts receivable, net	10,267	$ 5,027
VIEs
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	10,234
Trade receivables	$ 2,700
AI-based products and services, including $3.8 million from China Business Partner (See Note 17) \| Product Concentration Risk \| Account Receivable Benchmark
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of gross trade receivables	99.00%

PREPAID EXPENSE AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2021

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

PREPAID EXPENSE AND OTHER CURRENT ASSETS

NOTE 8. PREPAID EXPENSE AND OTHER CURRENT ASSETS

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


	December 31,
	2021		2020

Receivable from China Business Partner	$	3,980	$	—
Other receivables	9		8
Prepaid expense	1,558		1,877
Deposits	221		50

Other current assets	595		108
Total	$	6,363	$	2,043

DEBT - Narrative (Details) - USD ($)						12 Months Ended
DEBT - Narrative (Details) - USD ($)	Dec. 06, 2021	Aug. 05, 2021	Jul. 23, 2021	Feb. 10, 2021	Apr. 15, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 03, 2021	Dec. 30, 2020	Apr. 12, 2017
Debt Instrument [Line Items]
Note payable						$ 27,811,000	$ 1,500,000
Amortization of debt issuance costs and discount						880,000	0
Common stock issuance upon note payable conversion						1,105,000
Jefferson Remark Funding LLC
Debt Instrument [Line Items]
Accrued interest on loan	$ 600,000
Note repayment of debt	5,000,000
Term Loan
Debt Instrument [Line Items]
Original principal amount				$ 5,000,000
Term of debt				1 year
Debt interest rate percentage				15.00%
Unamortized original issue discount				$ 200,000
Additional closing cost				$ 300,000
Loans Payable \| Note payable to private lender
Debt Instrument [Line Items]
Original principal amount									$ 1,000,000
Debt interest rate percentage									10.00%
Principal amount and accrued interest converted		$ 100,000
Conversion price (in usd per share)		$ 1.21
Common stock issuance upon note payable conversion (in shares)		876,493
Common stock issuance upon note payable conversion		$ 1,100,000
Additional interest expense		$ 100,000
Loans Payable \| Mudrick Loans
Debt Instrument [Line Items]
Original principal amount								$ 30,000,000
Debt interest rate percentage								16.50%
Unamortized original issue discount								$ 1,500,000
Amortization of debt issuance costs and discount						400,000
Additional closing cost								$ 1,100,000
Upfront fee (in percent)								5.00%
Loans Payable \| PPP Loan
Debt Instrument [Line Items]
Original principal amount					$ 400,000
Term of debt					2 years
Debt interest rate percentage					1.00%
Debt instrument, decrease, forgiveness			$ 400,000
Short-term note payable to private lender
Debt Instrument [Line Items]
Note payable										$ 3,000,000
Exit fee payable in relation to Loan										115,000
Daily interest accrued on unpaid balance after maturity										$ 500
Original principal amount						30,000,000	1,500,000
Accrued interest on loan	600,000						400,000
Note repayment of debt	$ 1,500,000
Short-term note payable to private lender \| Note payable to private lender
Debt Instrument [Line Items]
Original principal amount						0	1,500,000
Short-term note payable to private lender \| Mudrick Loans
Debt Instrument [Line Items]
Original principal amount						$ 30,000,000	$ 0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash	$ 14,187	$ 854
Trade accounts receivable, net	10,267	5,027
Inventory, net	1,346	874
Investment in marketable securities	42,349	0
Prepaid expense and other current assets	6,363	2,043
Total current assets	74,512	8,798
Property and equipment, net	357	321
Operating lease assets	194	492
Investment in unconsolidated affiliate	0	1,030
Other long-term assets	440	670
Total assets	75,503	11,311
Liabilities
Accounts payable	10,094	8,589
Accrued expense and other current liabilities	5,963	6,660
Contract liability	576	310
Notes payable, net of unamortized discount and debt issuance cost of $2,189 and zero at December 31, 2021 and 2020, respectively	27,811	1,500
Total current liabilities	44,444	17,059
Long-term debt	0	1,425
Operating lease liabilities, long-term	25	194
Warrant liability	0	1,725
Total liabilities	44,469	20,403
Commitments and contingencies
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; 105,157,769 and 99,505,041 shares issued and outstanding at December 31, 2021 and 2020, respectively	105	100
Additional paid-in-capital	364,239	351,546
Accumulated other comprehensive income	(270)	(226)
Accumulated deficit	(333,040)	(360,512)
Total stockholders’ equity (deficit)	31,034	(9,092)
Total liabilities and stockholders’ equity (deficit)	$ 75,503	$ 11,311

CHINA BUSINESS PARTNER	12 Months Ended
CHINA BUSINESS PARTNER	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
CHINA BUSINESS PARTNER	NOTE 17. CHINA BUSINESS PARTNER We and the VIEs interact with an unrelated entity (the “China Business Partner”) in more than one capacity. Firstly, since 2020, one of the VIEs has 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, to date, purchased substantially all of its inventory from a subsidiary of the China Business Partner which manufactures certain equipment to our specifications; during the year ended December 31, 2021, such purchases totaled approximately $1.3 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 year ended December 31, 2020, one of the VIEs advanced $1.5 million to the China Business Partner pursuant to an agreement between the two entities. Under the executed agreement, the VIE had an obligation to advance as much as an aggregate amount of $5.1 million over the loan term of five years, and the VIE could elect to convert amounts due to it under the agreement into equity of the China Business Partner upon any equity financing the China Business Partner undertook during the term of the agreement. The business purpose for the advances was to allow the China Business Partner to purchase and modify hardware to integrate with our software and market such integrated product to potential customers, including some of the largest companies in China. The VIEs did not recognize any revenue during 2020 from the relationship with the China Business Partner. During the year ended December 31, 2021, the same VIE advanced another $2.4 million to the China Business Partner pursuant to the agreement entered into in 2020. We initially determined that such advances by the VIE were effectively marketing costs because realizability of the advanced amounts was uncertain given the lack of a formalized business relationship with the China Business Partner and the nature of the use of funds. As a result, the VIE initially recorded the advances to our China Business Partner in Sales and marketing expense. As of December 31, 2021, as a result of the China Business Partner’s repayment of the amounts we advanced to it (see Note 19), the VIE recorded the $3.9 million repayment received subsequent to December 31, 2021 in Other receivables, with $2.4 million of the repayment reducing sales and marketing expense for the 2021 advances and $1.5 million of the repayment shown as a recovery of marketing expense initially incurred during 2020 related to that year’s advances. Also, for the year ended December 31, 2021, the VIEs recognized approximately $3.8 million of revenue from the relationship with the China Business Partner.

REVENUE (Tables)

12 Months Ended

Dec. 31, 2021

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):


	Year Ended December 31,
		2021		2020
AI-based products and services, including $3.8 million from China Business Partner (See Note 17)		$	14,792	$	9,597
Other		1,198		548
Revenue		$	15,990	$	10,145

Schedule of Disaggregation of Revenue by Country

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


	Year Ended December 31,
		2021		2020
China		$	12,218	$	7,901
United States		3,772		2,244

Revenue		$	15,990	$	10,145

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Unamortized discount and debt issuance cost	$ 2,189	$ 0
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)	105,157,769	99,505,041
Common stock, shares, outstanding (in shares)	105,157,769	99,505,041

FAIR VALUE MEASUREMENTS OF CERTAIN LIABILITIES - Narrative (Details) $ / shares in Units, $ in Thousands		6 Months Ended
	Aug. 31, 2021 USD ($) day $ / shares shares	Jun. 30, 2021 shares	Feb. 21, 2018 $ / shares
Class of Warrant or Right [Line Items]
Warrants issued (in shares) \| shares		40,000
Settlement Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in usd per share) \| $ / shares			$ 10.00
Settlement Warrants \| Fair Value, Inputs, Level 3 \| Expected volatility
Class of Warrant or Right [Line Items]
Warrant liability, measurement input	0.85
Settlement Warrants \| Fair Value, Inputs, Level 3 \| Risk-free interest rate
Class of Warrant or Right [Line Items]
Warrant liability, measurement input	0.0077
Settlement Warrants \| Fair Value, Inputs, Level 3 \| Expected remaining term (years)
Class of Warrant or Right [Line Items]
Warrant liability, measurement input	5
China Branding Group Limited \| Settlement Warrants
Class of Warrant or Right [Line Items]
Warrants issued (in shares) \| shares	5,710,000	5,710,000
Payments for legal settlements \| $	$ 375
Exercise price of warrants (in usd per share) \| $ / shares	$ 6.00
Warrant exercise term	5 years
Threshold minimum stock price trigger for exercise of warrants (usd per share) \| $ / shares	$ 8.00
Threshold non-consecutive trading day window	5 days
Consecutive trading day window \| day	30
Valuation Technique, Option Pricing Model
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares		5,750,000

STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Liability Activity (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Award Liability [Roll Forward]
Balance at beginning of period	$ 679	$ 679
Share-based compensation expense related to China Cash Bonuses		4,060	$ 797
Balance at end of period		439	679
China Cash Bonuses
Share-based Payment Award Liability [Roll Forward]
Balance at beginning of period	679	679	43
Share-based compensation expense related to China Cash Bonuses	$ 636	(240)	637
Balance at end of period		$ 439	$ 679

STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					6 Months Ended	12 Months Ended
	Sep. 29, 2021	Jul. 08, 2021	Jul. 27, 2020	Mar. 03, 2020	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued (in shares)					40,000
Proceeds from issuance of common stock, net						$ 5,692	$ 32,135
Exercises of stock options received proceeds						1,100	100
Intrinsic value of options exercised						$ 1,000	$ 100
Common stock, shares authorized (in shares)		175,000,000				175,000,000	175,000,000
Shares granted in period (in shares)			6,300,000			5,463,500
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option award expiration period						10 years
Shares granted in period (in shares)						5,463,500	0
Expected volatility		85.00%				85.00%
Risk-free interest rate		0.34%				0.40%
Expected term in years		6 years				6 years
China Cash Bonuses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted in period (in shares)			5,400,000				300,000
Expected volatility						110.14%	85.00%
Risk-free interest rate						1.06%	0.44%
Expected term in years						4 years 8 months 15 days	4 years 11 months 26 days
Investor \| Investor Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued (in shares)	4,237,290
Exercise price of warrants (in usd per share)	$ 1.35
Investor \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued (in shares)	4,237,290
Sale of stock, price per share (in dollars per share)	$ 1.18
Proceeds from issuance of common stock, net	$ 4,600
A.G.P. \| Private Placement Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued (in shares)	127,118
Exercise price of warrants (in usd per share)	$ 1.35
Cash fee	$ 400
Aspire Capital Fund, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consideration received							$ 32,000
Number of shares issued (in shares)							48,238,893
Aspire Capital Fund, LLC \| Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for purchase				$ 30,000
Number of shares issued as consideration (in shares)				2,374,545
Number of shares issued (in shares)							44,227,890
Aspire Capital Fund, LLC \| Common Stock \| Private Placement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of purchase				30 months

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 6,554	$ 6,319
Less accumulated depreciation	(6,197)	(5,998)
Total property, equipment and software, net	357	321
Depreciation (and amortization of software) expense	$ 200	200
Computers and equipment
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 1,133	1,097
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	$ 5,055	5,006
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	3 years
Total property, equipment and software	$ 196	174
Software development in progress
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 128	$ 0

LEASES - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating lease liabilities maturing during the next:
One year	$ 201
Two years	25
Total undiscounted cash flows	226
Present value of cash flows	$ 212
Lease liabilities on balance sheet:
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current	Accrued Liabilities, Current
Short-term (included in accrued expenses)	$ 187	$ 382
Long-term	25	$ 194
Total lease liabilities	$ 212

Consolidated Statements of Operations and Comprehensive Loss - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Revenue, including $3.8 million from China Business Partner (See Note 17)

$ 15,990

$ 10,145

Cost and expense

Cost of revenue (excluding depreciation and amortization)

11,455

6,422

Sales and marketing

^[1]

971

1,848

Marketing expense (recovery) - China Business Partner activity

(1,530)

1,530

Technology and development

4,692

4,142

General and administrative

14,120

9,368

Depreciation and amortization

191

308

Impairments

772

Other operating expense

Total cost and expense

29,899

24,390

Operating loss

(13,909)

(14,245)

Other income (expense)

Interest expense

(2,308)

(1,342)

Other income (expense), net

(592)

Change in fair value of warrant liability

123

(1,610)

Gain on investment revaluation

43,642

Gain on debt extinguishment

425

Gain on lease termination

3,582

Other gain (loss), net

100

(70)

Total other income, net

41,390

560

Income (loss) from before income taxes

27,481

(13,685)

Provision for income taxes

(9)

Net income (loss)

27,472

(13,685)

Other comprehensive loss

Foreign currency translation adjustments

(44)

Comprehensive income (loss)

$ 27,428

$ (13,684)

Weighted-average shares outstanding, basic (in shares)

101,362

85,578

Weighted-average shares outstanding, diluted (in shares)

101,719

85,578

Net income (loss) per share, basic (in dollars per share)

$ 0.27

$ (0.16)

Net income (loss) per share, diluted (in dollars per share)

$ 0.27

$ (0.16)

Share-based compensation expense

$ 4,060

$ 797

Sales and marketing

Other comprehensive loss

Share-based compensation expense

147

164

Technology and development

Other comprehensive loss

Share-based compensation expense

293

484

General and administrative

Other comprehensive loss

Share-based compensation expense

$ 3,620

$ 149

[1]


1 Includes share-based compensation as follows:
Sales and marketing	$	147	$	164
Technology and development	293		484
General and administrative	3,620		149

INCOME TAXES -Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES -Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefits	$ 0	$ 0
U.S. Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	181,100,000
U.S. State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	32,900,000
Hong Kong
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 1,700,000
Federal income tax rate (as a percent)	16.50%
China
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 11,200,000
Federal income tax rate (as a percent)	25.00%
Carryover period (in years)	5 years

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14. COMMITMENTS AND CONTINGENCIES At December 31, 2021, we had no material commitments outside the normal course of business. Contingencies As of December 31, 2021, 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. CBG Litigation On February 21, 2018, we initiated a legal proceeding (the “CBG Litigation”) against China Branding Group Limited (“CBG”), Adam Roseman, and CBG’s Joint Official Liquidators (the “JOLs”) arising from the CBG Acquisition. The CBG Litigation was filed in the United States District Court for the District of Nevada and is captioned as Remark Holdings, Inc., et al. v. China Branding Group, Limited (In Official Liquidation), et al., Case No. 2:18-cv-00322. In the CBG Litigation, we sought a declaration from the court that we are entitled to rescission of the purchase agreement relating to the CBG Acquisition and all transactions related to the CBG Acquisition, a declaration that such purchase agreement and the transactions consummated pursuant thereto be rescinded and void ab initio, a declaration that we are not required to deliver the remaining CBG Acquisition Warrants allowing for the purchase of 5,710,000 shares of common stock at a per-share exercise price of $10.00, an order directing release to us of any consideration held in escrow in connection with the CBG Acquisition, and disgorgement of all consideration paid by us in connection with the CBG Acquisition. We alleged that the defendants fraudulently mispresented and concealed material information regarding the companies we acquired in the CBG Acquisition. We entered into a settlement agreement with Mr. Roseman to settle all claims against him, and we dismissed those claims on May 13, 2019. We entered into a Stipulation for Settlement dated January 15, 2019 with CBG and the JOLs, which sets forth the binding terms of their settlement agreement (the “Stipulation for Settlement”). Pursuant to the Stipulation for Settlement, we will issue fully-transferable warrants on a non-diluted basis allowing for the purchase of 5,710,000 shares of our common stock at a per-share exercise price of $6.00, which warrants are exercisable for a period of 5 years from the date of the Stipulation for Settlement, and which we have the right to cause the warrant holders to exercise if the closing price of our common stock is $8.00 or greater on any 5 non-consecutive days in any consecutive 30-day trading window. The parties to the Stipulation for Settlement also agreed to negotiate anti-dilution provisions for the warrants. In exchange for the foregoing consideration, the parties to the Stipulation for Settlement agreed to release their claims against each other and enter into a written definitive settlement agreement. After entering into the Stipulation for Settlement, the JOLs demanded the warrants also include an exchange right. We rejected this request and filed a motion to enforce the Stipulation for Settlement on March 12, 2019. The Nevada court issued a report and recommendation on August 2, 2019, which was affirmed on September 24, 2019, requiring the JOLs to submit the written definitive settlement agreement (without an exchange right) to the Grand Court of the Cayman Islands overseeing CBG’s liquidation for approval. An application for sanction to enter the settlement agreement was filed with the Grand Court on December 3, 2019. One month later, on or about January 2, 2020, the Grand Court approved the application, authorizing CBG and the JOLs to enter into the settlement. On August 31, 2021, we entered into the settlement agreement with CBG and the JOLs that is described in more detail in Note 5. Registration Rights Agreement As described in more detail in Note 15, on September 27, 2021, we entered into a securities purchase agreement (the “Armistice Purchase Agreement”) with Armistice Capital Master Fund Ltd. (“Armistice Capital”) pursuant to which we issued shares of our common stock together with warrants to purchase our common stock, subject to certain customary anti-dilution adjustments (the “Armistice Warrants”). In connection with our entry into the Armistice Purchase Agreement, we also entered into a registration rights agreement with Armistice Capital, pursuant to which we are obligated to file one or more registration statements, as necessary, to register under the Securities Act of 1933, as amended, the resale of the shares we issued to Armistice Capital and the shares underlying the Armistice Warrants (collectively, the “Armistice Registrable Securities”) and to obtain effectiveness of such registration statement no later than 90 days following September 27, 2021. While we have filed a registration statement to register the resale of the Armistice Registrable Securities (the “Armistice Resale Registration Statement”), we are currently in a comment letter process with the SEC staff with respect to such registration statement and have not been able to achieve effectiveness of the Armistice Resale Registration Statement. As a result, we have accrued $0.6 million, representing our best estimate of the liquidated damages we will be required to pay until the SEC declares the Armistice Resale Registration Statement effective or until our registration obligations in the Armistice Registration Rights Agreement terminate. The Armistice Registration Rights Agreement caps such liquidated damages at $1.0 million.

REVENUE - Disaggregation by Country (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue, including $3.8 million from China Business Partner (See Note 17)	$ 15,990	$ 10,145
China
Disaggregation of Revenue [Line Items]
Revenue, including $3.8 million from China Business Partner (See Note 17)	12,218	7,901
United States
Disaggregation of Revenue [Line Items]
Revenue, including $3.8 million from China Business Partner (See Note 17)	$ 3,772	$ 2,244

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Unrecognized Compensation Cost (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation cost for non-vested awards (in thousands):	$ 2,062
Weighted-average years over which unrecognized share-based compensation expense will be recognized:	1 year 1 month 6 days
China Cash Bonuses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation cost for non-vested awards (in thousands):	$ 103
Weighted-average years over which unrecognized share-based compensation expense will be recognized:	1 year 1 month 6 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares	Dec. 31, 2021 USD ($) segment shares	Dec. 31, 2020 USD ($) shares
Disaggregation of Revenue [Line Items]
Cash in excess of FDIC-insured limit	$ 13.0		$ 13.0
Term of contract			1 year
Reserve for inventory	$ 1.0		$ 1.0
Advertising expense				$ 0.2
Number of reportable segments \| segment			1
Computers and equipment
Disaggregation of Revenue [Line Items]
Estimated Life (Years)			3 years
Minimum
Disaggregation of Revenue [Line Items]
Extended warranty period			1 year
Maximum
Disaggregation of Revenue [Line Items]
Extended warranty period				3 years
Stock options
Disaggregation of Revenue [Line Items]
Anti-dilutive securities (in shares) \| shares	14,354,708	9,942,341
Warrant
Disaggregation of Revenue [Line Items]
Anti-dilutive securities (in shares) \| shares			10,114,408	40,000
Other
Disaggregation of Revenue [Line Items]
Performance period (or less)			1 year

REVENUE

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 4. REVENUE

We and the VIEs primarily sell AI-based products and services. In the U.S., that includes our Remark AI Thermal Kits and rPads, while the VIEs sell various customized products in China 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.

Disaggregation of Revenue

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


	Year Ended December 31,
		2021		2020
AI-based products and services, including $3.8 million from China Business Partner (See Note 17)		$	14,792	$	9,597
Other		1,198		548
Revenue		$	15,990	$	10,145

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


	Year Ended December 31,
		2021		2020
China		$	12,218	$	7,901
United States		3,772		2,244

Revenue		$	15,990	$	10,145

The VIEs generated substantially all of the revenue from China noted in the table above, though one of our subsidiaries generated amounts of revenue from China that were not material in each period.

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 year ended December 31, 2021, our contract liability changed only as a result of routine business activity.

During the year ended December 31, 2021 and 2020, the amount of revenue we recognized that was included in the beginning balance of Contract liability was not material.

During the year ended December 31, 2021 and 2020, we did not recognize revenue from performance obligations that were satisfied in previous periods.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

INVESTMENT - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	Jul. 01, 2021	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Cash received upon conversion	$ 2,300
Common stock owned upon conversion (in shares)	9.4
Investment in marketable securities		$ 42,349	$ 0
Sharecare
Noncontrolling Interest [Line Items]
Noncontrolling interest			$ 1,000
Investment in marketable securities		$ 42,300

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease expense	$ 304	$ 640
Short-term lease expense	982	291
Lease expense	$ 1,286	$ 931

LEASES

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

NOTE 10. LEASES

We and the VIEs lease office space under contracts we classify as operating leases. None of our leases are financing leases.

The following table presents the detail of our lease expense, which is reported in General and administrative expense (in thousands):


	Year Ended December 31,
		2021		2020
Operating lease expense		$	304	$	640
Short-term lease expense		982		291

Lease expense		$	1,286	$	931

We reported within operating cash flows for the year ended December 31, 2021 and 2020, $0.2 million and $0.6 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities.

As of December 31, 2021, our operating leases had a weighted-average remaining lease term of approximately 12 months, and we used a weighted-average discount rate of approximately 13% to measure our operating lease liabilities.

Maturity of Lease Liabilities


Operating lease liabilities maturing during the next:
One year	$	201
Two years	25




Total undiscounted cash flows	$	226
Present value of cash flows	$	212

Lease liabilities on balance sheet:
Short-term (included in accrued expenses)	$	187
Long-term	25
Total lease liabilities	$	212

Termination of Lease and Related Landlord Actions

Beginning approximately July 2019, we were not able to pay our obligations under the office lease for our former office located at 3960 Howard Hughes Parkway in Las Vegas, Nevada. On March 5, 2020, our former landlord, BRE/HC Las Vegas Property Holdings, L.L.C (the “Hughes Center Landlord”), exercised its right to terminate the lease as of such date as a result of the ongoing payment default. When we derecognized the right-of-use asset and the portion of the operating lease liability related to the original schedule of future amounts due to the Hughes Center Landlord in March 2020, we recognized a gain on lease termination of slightly more than $1.5 million.

On April 9, 2020, the Hughes Center Landlord filed suit against us in Nevada to recover the approximately $1.1 million of rent owed through March 5, 2020, plus damages resulting from the early termination of the lease.

As of December 31, 2019, we had accrued approximately $2.3 million for settlement of the legal action filed by the Hughes Center Landlord. During the first quarter of 2020, prior to the Hughes Center Landlord’s termination of the lease agreement, we accrued an additional $0.3 million, resulting in total liabilities related to this matter of $2.6 million.

On August 3, 2020, we entered into a settlement agreement with the Hughes Center Landlord (the “Hughes Center Lease Settlement”), pursuant to which we paid only $0.6 million to the Hughes Center Landlord in full settlement of our obligations with respect to such office lease. On November 5, 2020, the Hughes Center Landlord filed a Notice of Voluntary Dismissal with Prejudice with the District Court of Clark County, Nevada dismissing their legal action against us. The slightly more than $2.0 million gain related to the Hughes Center Lease Settlement, in addition to the slightly more than $1.5 million gain on lease termination we recorded in March 2020, resulted in a total gain on lease termination of approximately $3.6 million.

Significant Judgments

When accounting for our leases, we make certain judgments, such as whether a contract contains a lease or what discount rate to use, that affect the determination of the amount of our lease assets and liabilities. Based on the current facts and circumstances related to our contracts, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted.

STOCKHOLDERS' EQUITY, SHARE-BASED COMPENSATION AND NET LOSS PER SHARE - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 27, 2020	Dec. 31, 2021	Dec. 31, 2020
Shares
Granted (in shares)	6,300,000	5,463,500
Exercised (in shares)		(3,547,875)	(399,188)
Stock options
Shares
Outstanding at beginning of period (in shares)		9,942,341	10,359,079
Granted (in shares)		5,463,500	0
Exercised (in shares)		(547,945)	(150,989)
Forfeited, cancelled or expired (in shares)		(18,876)	(265,749)
Outstanding at end of period (in shares)		14,839,020	9,942,341
Options exercisable (in shares)		12,776,520	9,781,466
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)		$ 4.29	$ 4.20
Granted (in dollars per share)		1.37	0
Exercised (in dollars per share)		1.97	0.87
Forfeited, cancelled or expired (in dollars per share)		1.55	2.77
Outstanding at end of period (in dollars per share)		3.30	4.29
Options exercisable (in dollars per share)		$ 3.62	$ 4.35
Weighted-Average Remaining Contractual Term
Outstanding (term)		6 years 1 month 6 days	5 years 8 months 12 days
Options exercisable (term)		5 years 8 months 12 days	5 years 8 months 12 days
Aggregate Intrinsic Value (in thousands)
Outstanding		$ 159	$ 709
Options exercisable		$ 957	$ 509
China Cash Bonuses
Shares
Outstanding at beginning of period (in shares)		1,055,000	1,098,750
Granted (in shares)	5,400,000		300,000
Forfeited, cancelled or expired (in shares)		(19,000)	(343,750)
Outstanding at end of period (in shares)		1,036,000	1,055,000
Options exercisable (in shares)		886,000	775,000
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)		$ 4.01	$ 5.20
Granted (in dollars per share)			1.37
Forfeited, cancelled or expired (in dollars per share)		6.31	5.52
Outstanding at end of period (in dollars per share)		3.97	4.01
Options exercisable (in dollars per share)		$ 4.41	$ 4.97
Weighted-Average Remaining Contractual Term
Outstanding (term)		6 years 1 month 6 days	5 years 8 months 12 days
Options exercisable (term)		4 years 10 months 24 days	5 years 3 months 18 days
Aggregate Intrinsic Value (in thousands)
Outstanding		$ 159	$ 709
Options exercisable		$ 0	$ 51

CONSOLIDATING FINANCIAL SCHEDULES-Consolidating Statement of Operations and Comprehensive Loss (Unaudited) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue		$ 15,990	$ 10,145
Cost and expense
Cost of revenue (excluding depreciation and amortization)		11,455	6,422
Sales and marketing	^[1]	971	1,848
Marketing expense (recovery) - China Business Partner activity		(1,530)	1,530
Technology and development		4,692	4,142
General and administrative		14,120	9,368
Depreciation and amortization		191	308
Total cost and expense		29,899	24,390
Operating loss		(13,909)	(14,245)
Other income (expense)
Interest expense		(2,308)	(1,342)
Other income (expense), net		(592)	0
Change in fair value of warrant liability		123	(1,610)
Gain on investment revaluation		43,642	0
Gain on debt extinguishment		425	0
Gain on lease termination		0	3,582
Other gain (loss), net		100	(70)
Share in income (loss) of VIEs		0
Total other income, net		41,390	560
Income (loss) from before income taxes		27,481	(13,685)
Provision for income taxes		(9)	0
Net income (loss)		27,472	$ (13,685)
Eliminating Entries
Income Statement [Abstract]
Revenue		0
Cost and expense
Cost of revenue (excluding depreciation and amortization)		0
Sales and marketing		0
Marketing expense (recovery) - China Business Partner activity
Technology and development		0
General and administrative		0
Depreciation and amortization		0
Total cost and expense		0
Operating loss		0
Other income (expense)
Interest expense		0
Other income (expense), net		0
Change in fair value of warrant liability		0
Gain on investment revaluation		0
Gain on debt extinguishment		0
Gain on lease termination		0
Other gain (loss), net		0
Share in income (loss) of VIEs		(1,307)
Total other income, net		(1,307)
Income (loss) from before income taxes		(1,307)
Provision for income taxes		0
Net income (loss)		(1,307)
Corporate & Non-VIE Entities
Income Statement [Abstract]
Revenue		4,040
Cost and expense
Cost of revenue (excluding depreciation and amortization)		2,185
Sales and marketing		690
Marketing expense (recovery) - China Business Partner activity		0
Technology and development		2,918
General and administrative		13,323
Depreciation and amortization		143
Total cost and expense		19,259
Operating loss		(15,219)
Other income (expense)
Interest expense		(2,298)
Other income (expense), net		(598)
Change in fair value of warrant liability		123
Gain on investment revaluation		43,642
Gain on debt extinguishment		425