On December 14, 2012, YOU On Demand Holdings, Inc. (the "Company") entered into an underwriting agreement with Chardan Capital Markets LLC, as representative of the several underwriters, and National Securities Corporation, as qualified independent underwriter (collectively, the "Underwriters") in connection with the offer and sale by the Company of 1,800,000 shares of the Company's common stock, par value $0.001 per share, at a price to the public of $1.50 per share. The Company granted the Underwriters a 30-day option to purchase up to 270,000 additional shares of the Company's common stock to cover over-allotments. The Company expects to receive net proceeds from this offering of approximately $2,484,000, after deducting underwriting discounts and commissions. The shares are being offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-183689). The offering is expected to close on or about December 18, 2012, subject to the satisfaction of specified closing conditions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In connection with the filing of the underwriting agreement, the Company is filing as Exhibit 5.1 hereto an opinion of Lewis and Roco LLP regarding certain Nevada law matters.

On December 14, 2012, the Company issued a press release entitled "You On Demand Announces 1,800,000 common Secondary Offering," a copy of which is filed as an exhibit to and incorporated by reference into this Current Report on Form 8-K.

(d) Exhibits

1.1 Underwriting Agreement, dated December 14, 2012, by and among YOU On Demand Holdings, Inc. and Chardan Capital Markets LLC.

  5.1        Opinion of Lewis and Roca LLP.

  99.1       Press Release of YOU On Demand Holdings, Inc. issued December 14,
2012.