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| MARK > SEC Filings for MARK > Form 8-K on 16-Jun-2011 | All Recent SEC Filings |
16-Jun-2011
Regulation FD Disclosure, Financial Statements and Exhibits
On June 14, 2011, HSW International, Inc. received notification from Sharecare, Inc. that Sharecare has completed the sale of approximately 39,467 shares of preferred stock to an unrelated third party at a total value of $8,750,000. Launched in 2010 and based in Atlanta, GA, Sharecare's mission is to greatly simplify the search for high-quality healthcare information and answer the world's questions of health. Sharecare was co-founded by Discovery Communications, Dr. Mehmet Oz, Harpo Studios, HSW International, Jeff Arnold, and Sony Pictures Television. HSW International provided the technology development services to help create a Web 3.0 platform for Sharecare featuring interactive question & answer based content.
This transaction values HSWI's approximately 12% of Sharecare, on a fully diluted basis, at approximately $28 million, assuming Sharecare's common stock, which is the class of stock HSWI owns, is worth the same amount per share as its preferred stock. As previously disclosed, HSWI holds an option to increase its ownership in Sharecare to a total of approximately 13% on a fully diluted basis, which if exercised would result in its ownership position in Sharecare being valued at approximately $31 million. Sharecare is an early stage company subject to many risks. Its stock is not publicly traded, and HSWI holds it subject to contractual and securities law restrictions on resale. There can be no assurance that the valuation of Sharecare stock implied by this recent transaction is valid, will be maintained or will ever be realized by HSWI.
Sharecare, on June 15, 2011, and HSW International, on June 16, 2011, each issued a press release announcing this information. A copy of the press releases are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein in its entirety by reference. These exhibits are furnished, not filed for purposes of the Securities Exchange Act of 1934, as amended. All statements in the Sharecare release are Sharecare's, and HSWI disclaims any liability or responsibility for that release.
(d) Exhibits.
99.1 Press release issued by HSW International dated June 16, 2011.
99.2 Press release issued by Sharecare dated June 15, 2011.
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