UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 21, 2012
 
YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
000-19644
20-1778374
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
27 Union Square, West Suite 502
New York, New York  10003
Telephone No.: 212-206-1216
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
 
(Former name or address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01
Entry Into a Material Definitive Agreement.

On May 10, 2012, at the Company’s request, the Chairman and Chief Executive Officer of YOU On Demand Holdings, Inc. (the “ Company ”), Mr. Shane McMahon, made a loan to the Company in the amount of $3,000,000.  In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000 (the “ Note ”).  

On May 21, 2012, at the Company’s request, the Company and Mr. McMahon entered into Amendment No. 1 to the Note (the “ Amendment ”), pursuant to which the price per share at which this Note, or any convertible Securities into which this Note is converted, may be converted into shares of the Company’s common stock, shall not be less than $4.75, which amount represents the closing bid price of the Company’s common stock on the trading day immediately prior to the date of the Note in accordance with the rules and regulations of The Nasdaq Stock Market, Inc.

The foregoing description of the Amendment is qualified in its entirety by reference to the actual Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) 
Exhibits

Exhibit No.
 
Description
 
Amendment No. 1 to Convertible Promissory Note, dated May 21, 2012, between the Company and Shane McMahon.

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
YOU ON DEMAND HOLDINGS, INC.
     
Date: May 21, 2012
By:  
/s/Marc Urbach
 
Marc Urbach
President and Chief Financial Officer
 
Exhibit 10.1
 
 
YOU ON DEMAND HOLDINGS, INC.

AMENDMENT NO. 1 TO
CONVERTIBLE PROMISSORY NOTE
 
This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (the “ Amendment ”), effective as of May 21, 2012 (the “ Effective Date ”), is by and among YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “ Company ”), and SHANE MCMAHON (the “ Payee ”).
 
WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, in principal amount of $3,000,000.00 (the “ Note ”); and
 
WHEREAS, the Company and the Payee desire to amend the Note as provided herein;
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.           Effective as of the Effective Date, Section 3(a)(i) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 3(a)(i) is inserted:
 
The Principal Amount of this Note and all accrued and unpaid interest may, at Payee’s option, be converted upon or at any time following the closing of the most recent financing  (as of the date of conversion) of equity or equity-linked securities of the Company, regardless of the amount of gross proceeds received by the Company (each such financing, a “ Financing ”), into the securities to be issued in such Financing (the “ Securities ”), at a conversion price equal to the purchase price paid for the Securities by the investors in such Financing; provided , however , that the price per share at which this Note, or any convertible Securities into which this Note is converted, may be converted into shares of the Company’s common stock, shall not be less than $4.75, which represents the closing bid price of the Company’s common stock on the trading day immediately prior to the date of the Note.  The Company shall provide the Payee with five (5) days prior written notice of the scheduled closing of a Financing.  If Payee opts to convert this Note as aforesaid, then Payee must notify the Company in writing at least five (5) days prior to exercising the option to convert.
 
2.           Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.
 
3.           This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
 
4.           This Amendment may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
 
[Remainder of Page Intentionally Left Blank]
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.
 
  YOU ON DEMAND HOLDINGS, INC.
     
     
  By:
/s/March Urbach
   
Marc Urbach
   
President and Chief Financial Officer
     
     
    /s/Shane McMahon
   
Shane McMahon