8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 28, 2012

Remark Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33720	33-1135689
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

Six Concourse Parkway, Suite 1500, Atlanta, Georgia 30328

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (770) 821-6670

(Former Name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

On June 28, 2012, Remark Media, Inc. (the “Company”) completed the merger (the “Merger”) contemplated by (i) the Agreement and Plan of Merger dated as of February 26, 2012, among the Company, Banks.com, Inc. (“Banks.com”) and Remark Florida, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Banks.com and Banks.com  survived the Merger as a wholly-owned subsidiary of Remark Media.  At the effective time of the Merger, each share of the outstanding common stock of Banks.com was converted into the right to receive 0.0258 shares of Remark Media common stock, for an aggregate of 671,332 shares of Remark Media common stock.  The outstanding shares of Banks.com preferred stock, including all accrued and unpaid dividends as of the date of closing of the Merger on such preferred stock, a Note and a Warrant, all of which are held by Daniel M. O’Donnell, President and Chief Executive Officer of Banks.com, and his affiliates, were converted into cash in the aggregate amount of $300,000 and the right to receive 31,452 shares of Remark Media common stock.  In connection with the Merger, Banks.com issued an Amended and Restated Promissory Note in the principal amount of $125,000 to Mr. O’Connell and his wife, a copy of which is attached hereto as Exhibit 10.1.

On June 28, 2012, the Company issued the press release attached as Exhibit 99.4 regarding the completion of the Merger.

Item 2.01   Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the consummation of the Merger is incorporated by reference into this Item 2.01. In addition, the descriptions of the Merger contained in the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2012 are incorporated by reference into this Item 2.01, and are qualified in all respects by reference to the Agreement and Plan of Merger, a copy of which was filed as Exhibit 2.1 to such Current Report on Form 8-K.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1		Amended and Restated Promissory Note in the principal amount of $125,000 payable to Kimberly and Daniel O’Donnell dated June 28, 2012
Exhibit 99.1	The unaudited condensed consolidated financial statements of Banks.com, Inc. at March 31, 2012 and March  31, 2011, and for each of the three months in the periods ended March 31, 2012 and March 31, 2011, and related notes (incorporated by reference to pages 197 through 207 of the Company’s Registration Statement on Form S-4/A (Registration No. 333-180570) filed with the SEC on June 7, 2012)
Exhibit 99.2		The audited consolidated financial statements of Banks.com, Inc. at December 31, 2011 and December 31, 2010 and for each of the two years in the period ended December 31, 2011, and related notes (incorporated by reference to pages 208 through 229 of the Company’s Registration Statement on Form S-4/A (Registration No. 333-180570) filed with the SEC on June 7, 2012)
Exhibit 99.3		The unaudited pro forma combined condensed balance sheet of the Company as of March  31, 2012, and the unaudited pro forma combined condensed statement of operations for the year ended December 31, 2011 and the three months ended March 31, 2012 (incorporated by reference to “Selected Unaudited Pro Forma Combined Financial Information” contained in the Company’s Registration Statement on Form S-4/A (Registration No. 333-180570) filed with the SEC on June 7, 2012)

Exhibit 99.4 Press Release, dated June 28, 2012

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 hereunto duly authorized.

	Remark Media, Inc.
Date: June 29, 2012	By:	/s/ Bradley T. Zimmer
		Name:  Bradley T. Zimmer
		Title:    Chief Operating Officer & General Counsel

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED PROMISSORY NOTE

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM.

US$125,000	Original Issue Date: December 28, 2011
	Amended and Restated as of the Effective Time

For value received and pursuant to the terms of this Amended and Restated Promissory Note (“Amended Note”), Banks.com, Inc., a Florida corporation (“Payor”), promises to pay to Kimberly & Daniel O’Donnell (the “Lender”), or its successors or assigns, the principal sum of US $125,000. Interest on the outstanding principal amount shall accrue at the rate of 10% per annum (“Interest Rate”) or at the Default Rate (as defined herein). Interest shall commence on December 28, 2011 (the “Original Issue Date”) and shall continue on the outstanding principal until paid in full. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.  This Amended Note shall be effective and enforceable immediately upon, but not until, the Closing (as defined herein), provided that the outstanding principal amount of this Amended Note and unpaid accrued interest thereon has been paid in full at such time (the “Effective Time”).  At the Effective Time, this Amended Note shall supplant and replace, in its entirety, that certain Convertible Promissory Note, dated December 28, 2011, from Payor to Lender.

1. Definitions. The following terms shall have the meanings herein specified:

“Closing”means the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated February 26, 2012, by and among Payor, Remark Media, Inc., a Delaware corporation, and its wholly-owned subsidiary, Remark Florida, Inc., a Florida corporation pursuant to which Remark Florida, Inc. will be merged with and into Payor with Payor being the surviving corporation.c

“Event of Default” means an event specified in Section 3 hereof.

“Holder” means Lender and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders. Notwithstanding the foregoing, Payor may treat the registered holder of this Note as Holder for all purposes.

Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.

2. Payment of the Note – Principal and Interest

a. Term. All principal and all unpaid accrued interest shall be due and payable on or before 5:00 p.m., Pacific time, on June 28, 2012 (the “Maturity Date”). The Maturity Date may be extended by Holder, at the option of Holder and in its sole discretion, effective upon written notice of such extension by Holder to Payor not less than 15 calendar days prior to the Maturity Date. At any time after the Maturity Date (as it may be extended pursuant to this Section 2(a)), Holder may proceed to collect the entire outstanding principal balance hereof, together with accrued but unpaid interest thereon. All payments of interest and principal shall be in lawful money of the United States of America and shall be made to Holder at the address stated in Section 9 below. All payments shall be applied first to accrued interest, and thereafter to principal.

b. Payment on Event of Default. If any Event of Default occurs hereunder, then, at the option and upon the declaration of Holder of this Note and upon written notice to Payor (which election and notice shall not be required in the case of an Event of Default under Section 3(c) or 3(d) or in a re-occurring Event of Default under Section 3(a) or 3(b)) and Payor’s subsequent failure to cure any such Event of Default within any applicable cure period referenced in Section 3, this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable, and, at any time thereafter, Holder may proceed to collect such principal and accrued interest and/or proceed with any remedies available to Holder under applicable law.

d. Default Interest Rate. In the event Payor fails to pay the entire unpaid principal balance when due or interest when due, Payor shall pay a default penalty (the “Default Penalty”) in an amount equal to 10% of the then outstanding principal and accrued and outstanding interest under this Note and the entire unpaid principal balance, accrued and outstanding interest, and the Default Penalty (if not paid) shall thereafter bear interest at a default interest rate equal to the lower of 16% per annum or the highest rate permitted by law (the “Default Rate”).

e. Prepayment. Payor may prepay this Note at any time after one month following the Original Issue Date.

f. Attorney’s Fees. If an Event of Default shall occur hereunder, Payor shall pay all reasonable attorneys’ fees and court costs incurred by Holder in enforcing and collecting this Note.

3. Events of Default. The occurrence of any one or more of the following, if uncured within twenty (20) days from written notice thereof with respect to subsections (a) and (b) only and only in the first instance of such failure or breach and any instance thereafter, upon the occurrence, shall constitute an “Event of Default”:

a. Payor fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;

b. Payor breaches any of its material representations, warranties, or agreements set forth in this Amended Note or any other agreement between Payor and Holder, and such breach is not cured by Payor within fifteen (15) days of the date Payor receives notice of said breach;

c. Payor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; and

d. An involuntary petition is filed against Payor under any bankruptcy statute now or hereafter in effect, unless such petition is dismissed or discharged within sixty (60) days thereafter, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Payor.

4. Transfer. In order to transfer this Note, Holder, or its duly authorized representative, shall provide Payor a copy of an assignment duly executed by Holder hereof, but in no event shall this Note be transferred to a third party unrelated to Holder, unless (i) an Event of Default under Section 4(a) of this Note has been declared by Holder and (ii) Payor shall have received prior written notice of such transfer. In the event that Holder seeks to make a transfer of this Note to an unrelated party in the absence of registration under the 1933 Act and any applicable state securities laws, Holder shall furnish an opinion of counsel satisfactory in form and in substance to Payor that such transfer is exempt from registration under the 1933 Act and any applicable state securities laws

5. [Intentionally Blank]

6. Loss or Mutilation of Note. Upon receipt by Payor of evidence reasonably satisfactory to Payor of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to Payor, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, Payor shall execute and deliver to Holder a new Note of like tenor and denomination as this Note.

7. Waiver or Amendment. Any term of this Note may be amended or waived with the written consent of Payor and Holder. The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach.

8. Taxes. Payor agrees that it will pay, when due and payable, any and all stamp, original issue or similar taxes which may be payable in respect of the issue of this Note.

9. Notices. All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to Holder to:

Kimberly & Daniel O’Donnell

12 Crockett Drive

Moraga, CA 94556-2800

if to Payor to:

Banks.com, Inc.

425 Market Street, Suite 2200

San Francisco, CA 94105

Attention: Janet Steiniger

Treasurer

with a copy to:

Foley & Lardner

100 North Tampa Street

Suite 2700

P.O. Box 3391

Tampa, FL 33601-3391

Attention: Martin Traber

Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient’s location) or on the day shown on the return receipt (if delivered by mail or delivery service).

10. Headings. The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.

11. Governing Law; Waiver of Jury Trial. This Note shall be governed by and construed under the laws of the State of Florida, without giving effect to conflicts of laws principles that would require the application of the laws of any other jurisdiction. THE PARTIES EACH HEREBY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS.

12. Usury. Notwithstanding anything to the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of the Maximum Lawful Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Note or otherwise in connection with this loan transaction, the provisions of this Section 12 shall govern and prevail, and neither Payor nor the sureties, guarantors, successors or assigns of Payor shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Lawful Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Payor. In determining whether or not the interest paid or payable exceeds the Maximum Lawful Rate, Payor and Holder shall, to the extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Note so that the interest for the entire term does not exceed the Maximum Lawful Rate. As used herein, the term “Maximum Lawful Rate” shall mean the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Holder in accordance with the applicable laws of the State of Florida.

Payor:
Banks.com, Inc.
a Florida corporation
By:	/s/ Janet E. Steiniger
Name:	Janet E. Steiniger
Title:	Treasurer

Lender:
By:	/s/ Kimberly O’Donnell
Name:	Kimberly O’Donnell

By:	/s/ Daniel O’Donnell
Name:	Daniel O’Donnell

To induce Holder to enter into this Amended Note, the undersigned Remark Media, Inc., a Delaware corporation (the “Guarantor”) hereby unconditionally guarantees to Holder the payment when due, whether by acceleration or otherwise, of any and all amounts due Holder under this Amended Note.

Accepted and agreed this 28th day of June, 2012 by:

Guarantor:
Remark Media, Inc.
a Delaware corporation
By:	/s/ Bradley T. Zimmer
Name:	Bradley T. Zimmer
Title:	Chief Operating Officer & General Counsel

EX-99.4

Exhibit 99.4

REMARK MEDIA COMPLETES ACQUISITION OF BANKS.COM, INC.

Deal Marks Significant Step in Remark Media’s Strategy to Build a Comprehensive

Personal Finance Online Portfolio and User Community

NEW YORK, NY and ATLANTA, GA – June 28, 2012 – Remark Media, Inc. (Nasdaq: MARK), a global digital media company, today announced that it has completed its acquisition of Banks.com, Inc. (OTCQB: BNNX), a financial media company that owns and operates Banks.com, IRS.com, FileLater.com and MyStockFund.com.

With this acquisition, Remark Media will expand its online personal finance ecosystem that will serve as the go-to destination for users seeking actionable financial advice.  The hub of this ecosystem is DimeSpring.com—currently in beta—which offers original content and an interactive platform for consumers to share experiences and interact with the world’s leading financial experts. 

“Currently there are no dynamic online personal finance communities that offer easy access to expert advice, actionable content and shared user experiences,” said Carrie Ferman, CEO of Remark Media.  “We plan to provide an entertaining and engaging one-stop-shop for extensive personal financial information.  With the acquisition of Banks.com, we gain established brands from which to create a rich portfolio of sites that aim to simplify financial matters and help people make better informed decisions.”

Currently, Banks.com, Inc.’s web properties provide users with finance-related content and services. The advertising-supported website, Banks.com offers access to financial news, interest-rate tables and financial calculators.  Banks.com, Inc.’s other properties offer access to related financial services, including: online tax information and preparation assistance through IRS.com;online tax extensions through FileLater.com; and online brokerage services through MyStockFund.com.

Remark Media will redesign and integrate Banks.com, IRS.com and the other newly acquired sites with DimeSpring.com, providing a comprehensive suite of financial content, conversation and services for users. Plans include: shifting the Banks.com websites onto Remark Media’s digital media platform; dramatically enhancing the content offerings and user experience; and adding new social features and interactive elements. The redesigned Banks.com sites, scheduled to launch in the fall, will offer new features including content recommendations and social tools, and newsletters that are personalized to individuals’ particular needs.  Additionally, they will incorporate responsive design that allows content to be optimized on all devices.

“We see tremendous opportunity in combining forces with Remark Media,” said Dan O’Donnell, President and CEO of Banks.com. “It has a proven track record of taking great brands and applying top-notch technologies and know-how to create a more positive user experience and increased engagement.”

O’Donnell and other members of Banks.com’s leadership team will join Remark Media, bringing their years of experience in personal finance to help cultivate relationships and lend industry knowledge.

Shareholders of Banks.com will become shareholders of Remark Media, and Banks.com stock will cease to trade prior to the opening of trading on June 29, 2012.

About Remark Media

Remark Media, Inc. (Nasdaq: MARK) is a global digital media company focused on creating destinations that merge engaging content with rich social interaction. Remark Media is the exclusive digital publisher in China and Brazil for translated content from HowStuffWorks.com, a subsidiary of Discovery Communications, and in China for certain content from World Book. The Company's leading brands, BoWenWang (bowenwang.com.cn) and ComoTudoFunciona (hsw.com.br), provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. Remark Media is also a founding partner and developer of the U.S.-based product Sharecare, a highly searchable social Q&A healthcare platform organizing and answering the questions of health. The Company is headquartered in Atlanta with additional operations in New York, Beijing and Sao Paulo. Additional information is available on its corporate website at remarkmedia.com.

Forward-Looking Statements:

This press release contains "forward-looking statements", as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as "anticipate", "expect", "project", "believe", "plan", "estimate", "intend", "will" and "may". These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Remark Media. Relevant risks and uncertainties include those referenced in Remark Media's filings with the SEC, and include but are not limited to: our losses and need to raise capital; successfully developing and launching new digital media properties; successfully integrating Banks.com’s business and digital media properties and executing upon redesigning its sites; challenges in attracting users to and selling advertising for websites; restrictions on intellectual property under agreements with Sharecare and third parties; challenges inherent in developing an online business; reliance on key personnel; general industry conditions and competition; and general economic conditions, such as advertising rate, interest rate and currency exchange rate fluctuations. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Remark Media assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

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CONTACT:

Press Contact:	Joanna Roses	Investor Relations Contact:	Travis Page
	rosesjoanna@gmail.com		ir@remarkmedia.com
	917-570-4450		212-905-8947