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MARK > SEC Filings for MARK > Form 8-K on 28-Nov-2012All Recent SEC Filings

Show all filings for REMARK MEDIA, INC.



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.


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.

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