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MARK > SEC Filings for MARK > Form 8-K on 18-Feb-2014All Recent SEC Filings

Show all filings for REMARK MEDIA, INC.



Entry into a Material Definitive Agreement, Other Events, Financial Statements

Item 1.01. Entry into a Material Definitive Agreement.

On February 11, 2014, Remark Media, Inc. (the "Company") and Bombo Sports & Entertainment, LLC ("BSE") entered into a Loan Agreement (the "Loan Agreement"), pursuant to which the Company loaned BSE $1 million. The outstanding principal balance of the loan bears interest at a rate of 5% per annum, with all principal and interest due and payable within 10 days after the Company's delivery of written demand therefor to BSE. If the loan is not paid in full at the end of such 10 day period, the outstanding principal balance will bear interest at a rate of 12% per annum until it is paid in full. BSE may prepay all or any portion of the loan at any time without premium or penalty.

BSE's obligations under the Loan Agreement are secured by (i) a membership interest pledge agreement pursuant to which Robert S. Potter, the Manager and owner of an 86% membership interest in BSE, pledged to the Company all of his right, title and interest in and to such membership interest and (ii) a pledge by BSE to the Company of all of BSE's assets.

The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

The Company and BSE are in the process of negotiating a proposed acquisition of BSE by the Company. The Company expects to complete this transaction within the next 45 days. However, the Company and BSE have not entered into any binding agreements with respect to such transaction and the Company cannot provide any assurances that it will be able to complete such transaction within the expected timeframe or at all.

On February 18, 2014, the Company issued a press release announcing its loan to BSE. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

10.1          Loan Agreement, dated February 11, 2014, by and
              between Remark Media, Inc. and Bombo Sports &
              Entertainment, LLC.
99.1          Press release dated February 18, 2014.

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