Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MARK > SEC Filings for MARK > Form 8-K on 28-Nov-2012All Recent SEC Filings

Show all filings for REMARK MEDIA, INC.

Form 8-K for REMARK MEDIA, INC.


28-Nov-2012

Creation of a Direct Financial Obligation or an Obligation under an Off-Balanc


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

On November 23, 2012, the Company issued a $1.8 million Senior Secured Convertible Promissory Note (the "Note") to a lender controlled by and in part owned by Mr. Kai-Shing Tao, the Company's Chairman and Co-Chief Executive Officer. Mr. Tao has been a director of the Company since 2007. The Note was approved by the Audit Committee of the Board, which believes the related party transaction was negotiated as an arms-length transaction.. The terms of the Note include:

? Interest accrues at 6.67% on an annual basis, payable quarterly.

? All principal and any accrued and unpaid interest is due and payable in full on the second anniversary of the Note.

? The repayment of all principal and accrued and unpaid interest is secured by all assets of the Company other than the common shares of Sharecare, Inc. owned by the Company.

? All principal and accrued interest is convertible at any time at the election of the Lender at the rate of $1.30 of principal and interest for each share of Company common stock.

The Note was funded on November 27, 2012.



Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit 10.1* 6.67% Senior Secured Convertible Promissory Note dated November 23, 2012.

Exhibit 10.2Security Agreement between Remark Media, Inc. and Digipac, LLC dated November 23, 2012

Exhibit 99.2Press Release dated November 28, 2012

*Confidential treatment had been requested as to a portion of this exhibit, which portion had been omitted and filed separately with the Securities and Exchange Commission.

  Add MARK to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MARK - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.