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): April 6, 2017

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Remark Holdings, Inc.

Delaware
 
001-33720
 
33-1135689
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
3960 Howard Hughes Parkway, Suite 900
Las Vegas, NV
 
89169
 
702-701-9514
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
Remark Media, Inc.
(Former name or former 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:
 


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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 6, 2017, Remark Media, Inc. (“we”, “us” or “our”) filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to change our name to Remark Holdings, Inc. The Charter Amendment became effective immediately upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.


Item 8.01
Other Events.

On April 11, 2017, we issued a press release announcing our name change. As noted in the press release, our common stock will continue to trade on NASDAQ under the ticker symbol MARK. The new CUSIP associated with our common stock is 75955K 102. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit Number
 
Description
3.1
     
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
99.1
 
Press release dated April 11, 2017.





Signature

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.

    
 
 
 
 
Remark Media, Inc.
 
 
 
 
 
Date:
April 11, 2017
 
By:
/s/ Douglas Osrow
 
 
 
Name:
Douglas Osrow
 
 
 
Title:
Chief Financial Officer





EXHIBIT 3.1


CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

REMARK MEDIA, INC.

REMARK MEDIA, INC. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

1.      The name of the Corporation is Remark Media, Inc. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 23, 2014, and amended on January 12, 2016 and June 7, 2016 (as amended, the “ Certificate of Incorporation ”).

2.      This Certificate of Amendment amends and restates Article I of the Certificate of Incorporation to read in its entirety as follows:

“The name of the corporation is Remark Holdings, Inc. (the “ Corporation ”).”

3.      This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors of the Corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 6th day of April, 2017.
 
REMARK MEDIA, INC.
 
 
 
 
By:
/s/ Douglas Osrow
 
Name:
Douglas Osrow
 
Title:
Chief Financial Officer




EXHIBIT 99.1

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Remark Media Announces Name Change to Remark Holdings, Inc.

LAS VEGAS, NV - April 11, 2017 - Remark Media, Inc. (NASDAQ: MARK), a global digital media technology company, announced it has changed its name to Remark Holdings, Inc. to better reflect the diversity of its operating assets. The company’s common stock will continue to trade on NASDAQ under the ticker symbol MARK.

The company’s Chairman and Chief Executive Officer, Kai-Shing Tao, explained, “Over the past 18 months, Remark Media has expanded and diversified its portfolio of assets to take advantage of growth opportunities in multiple digital media verticals. As such, we believe the name Remark Holdings, Inc. better reflects our new structure and broader initiatives, and better positions us to capitalize on global expansion opportunities.  For example, we are currently developing innovative products, such as the KanKan Social Credit Score, for the China market using our KanKan Big Data and artificial intelligence/machine learning platform.”

About Remark Holdings, Inc.
Remark Holdings, Inc. (NASDAQ: MARK) owns, operates and acquires innovative digital media properties across multiple verticals that deliver culturally relevant, dynamic content that attracts and engages users on a global scale.  The company leverages its unique digital media assets to target the Millennial demographic, which provides it with access to fast-growing, lucrative markets.  The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. For more information, please visit the company’s website at www.remarkmedia.com.

Investor Contact:
Douglas Osrow
Remark Holdings, Inc.
dosrow@remarkholdings.com
702-701-9514 ext. 3025

Investor Relations Contact:
Becky Herrick/ Kirsten Chapman
LHA Investor Relations
remarkmedia@lhai.com
415-433-3777

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