REMARK MEDIA, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS
Three Months Ended June 30,
Six Months Ended June 30,
Sales and marketing
Content, technology and development
General and administrative
Depreciation and amortization expense
Total operating expenses
Other income (expense)
Gain (loss) on change in fair value of derivative liability
Total other income (expense)
Loss before gain (loss) from equity-method investments
Change of interest gain of equity-method investment
Proportional share in loss of equity-method investment
Net gain (loss) from equity-method investment
Loss before benefit from income taxes
Income tax (benefit) expense
Net loss per share
Net loss per share, basic and diluted
Basic and diluted weighted average shares outstanding
Cumulative translation adjustments
Total comprehensive loss
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 21, 2013, NASDAQ notified the Company that the Company has a cure period to add a third member of the Audit Committee until the earlier of the Company’s next annual stockholders’ meeting, or November 11, 2013. The Company’s Board of Directors is identifying at least one additional candidate to serve as an independent director and to serve as a member of the Company’s Audit Committee. The Company expects that it will be able to regain compliance with NASDAQ rules within the time allotted by NASDAQ.
As background, on November 15, 2012, the Company was informed by NASDAQ that it no longer complied with either the requirement that the Company’s Audit Committee have three independent members or the requirement that a majority of the Company’s Board of Directors be independent, as set forth in NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2). Such noncompliance resulted from the resignations of two members of the Company’s Board of Directors and the appointment of Kai-Shing Tao as Co-Chief Executive of the Company on October 15, 2012, as reported in a Current Report on Form 8-K filed by the Company on October 17, 2012. Mr. Tao, a director of the Company since 2007, is no longer considered an independent director of the Company as a result of his appointment as Co-Chief Executive Officer of the Company and designation as principal executive officer and principal financial officer. As a result, the Company was required to add at least two independent directors to its Board.
On May 14, 2013, the Company informed NASDAQ that Robert G. Goldstein had been appointed an independent director of the Company on that date. On May 20, 2013, the Company filed a Current Report on Form 8-K disclosing Mr. Goldstein’s appointment to the Board of Directors and to the Audit Committee.
On May 21, 2013, the Company also received a letter from NASDAQ informing the Company that because its stockholders’ equity had fallen below a minimum of $2,500,000 and did not otherwise meet the alternatives of market value of listed securities or net income from continuing operations, the Company no longer complied with NASDAQ Listing Rule 5550(b) (1). Under NASDAQ Rules, the Company has 45 calendar days to submit a plan to regain compliance. If the Plan is accepted, NASDAQ can grant an extension of up to 180 calendar days from the date of the letter. The Company intends to submit such a plan and take appropriate steps to regain compliance in the time it is allowed.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 15, 2012, the Company was informed by NASDAQ that it no longer complied with either the requirement that the Company’s Audit Committee have three independent members or the requirement that a majority of the Company’s Board of Directors be independent, as set forth in NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2). Such noncompliance resulted from the resignations of Scott Booth and Gregory M. Swayne as members of the Company’s Board of Directors and the appointment of Kai-Shing Tao as Co-Chief Executive of the Company on October 15, 2012, as reported in a Current Report on Form 8-K filed by the Company on October 17, 2012. Both Mr. Booth and Mr. Swayne were independent directors and members of the Company’s Audit Committee. Mr. Tao, a director of the Company since 2007, is no longer considered an independent director of the Company as a result of his appointment as Co-Chief Executive Officer of the Company and designation as principal executive officer and principal financial officer.
NEW YORK, NY and ATLANTA, GA, Nov. 14, 2012 (GLOBE NEWSWIRE) -- Remark Media, Inc. (Nasdaq: MARK)--a global digital media company--today announced the formation of a strategic partnership with TheStreet, Inc. to expand growth of its personal finance websites.
"We are very excited about entering this strategic partnership with TheStreet," said Carrie Ferman, Co-Chief Executive Officer of Remark Media. "This agreement allows us to extend beyond our existing capabilities and is intended to accelerate the growth of our personal finance digital brands."
Under the agreement, TheStreet will leverage its strengths in sales, marketing and editorial as well as its years of experience and success as a leading digital financial media company to support Remark Media's strategic objectives and help drive consumer awareness and new revenue growth. Remark Media will continue to expand the sites' product offerings and features to provide an interactive and engaging experience for consumers. 8k
Second Quarter 2012 Results
During the quarter ending June 30, Sharecare generated $8.2 million in revenues compared to $2.9 million in the prior year period, representing 181% growth. As of June 30, Remark Media owned approximately 10.9% of the outstanding common stock of Sharecare.
NEW YORK, NY and ATLANTA, GA, June 28, 2012 (GLOBE NEWSWIRE) -- Remark Media, Inc. (Nasdaq: MARK), a global digital media company, today announced that it has completed its acquisition of Banks.com, Inc. (OTCQB: BNNX), a financial media company that owns and operates Banks.com, IRS.com, FileLater.com and MyStockFund.com.
With this acquisition, Remark Media will expand its online personal finance ecosystem that will serve as the go-to destination for users seeking actionable financial advice. The hub of this ecosystem is DimeSpring.com--currently in beta--which offers original content and an interactive platform for consumers to share experiences and interact with the world's leading financial experts.
"Currently there are no dynamic online personal finance communities that offer easy access to expert advice, actionable content and shared user experiences," said Carrie Ferman, CEO of Remark Media. "We plan to provide an entertaining and engaging one-stop-shop for extensive personal financial information. With the acquisition of Banks.com, we gain established brands from which to create a rich portfolio of sites that aim to simplify financial matters and help people make better informed decisions."
Currently, Banks.com, Inc.'s web properties provide users with finance-related content and services. The advertising-supported website, Banks.com offers access to financial news, interest-rate tables and financial calculators. Banks.com, Inc.'s other properties offer access to related financial services, including: online tax information and preparation assistance through IRS.com; online tax extensions through FileLater.com; and online brokerage services through MyStockFund.com.
Remark Media will redesign and integrate Banks.com, IRS.com and the other newly acquired sites with DimeSpring.com, providing a comprehensive suite of financial content, conversation and services for users. Plans include: shifting the Banks.com websites onto Remark Media's digital media platform; dramatically enhancing the content offerings and user experience; and adding new social features and interactive elements. The redesigned Banks.com sites, scheduled to launch in the fall, will offer new features including content recommendations and social tools, and newsletters that are personalized to individuals' particular needs. Additionally, they will incorporate responsive design that allows content to be optimized on all devices.
"We see tremendous opportunity in combining forces with Remark Media," said Dan O'Donnell, President and CEO of Banks.com. "It has a proven track record of taking great brands and applying top-notch technologies and know-how to create a more positive user experience and increased engagement."
O'Donnell and other members of Banks.com's leadership team will join Remark Media, bringing their years of experience in personal finance to help cultivate relationships and lend industry knowledge.
Shareholders of Banks.com will become shareholders of Remark Media, and Banks.com stock will cease to trade prior to the opening of trading on June 29, 2012.
First Quarter 2012 Results
CEO of Remark Media, Carrie Ferman, said: "Our first quarter results reflect the implementation of the strategy we discussed earlier this year. We are focused on developing our new websites in the U.S., while realizing the investment gains from Sharecare - a health information website we co-founded and for which we provided development and design services. Demand is increasing for dynamic online experiences that offer consumers the opportunity to interact with high-quality content, experts and each other. This is evidenced by the success of Sharecare, and other sites we have helped create. We are enthusiastic about our future in the personal finance space, starting with the launch of DimeSpring.com and the assets we expect to acquire through the pending merger with Banks.com."
In February 2012, Remark Media completed a private placement of $4.25 million of common stock. In connection with the transaction, the Company issued to investors a total of 944,777 shares of common stock priced at $4.50 per share and warrants to acquire an additional 236,194 shares of common stock at an exercise price of $6.81 per share.
On February 26, 2012, Remark Media entered into an agreement and plan of merger with Banks.com, Inc. (OTC US: BNNX), pursuant to which Banks.com will become a wholly-owned subsidiary of Remark Media. Banks.com is a leading financial services portal operating a unique breadth and depth of financial products and services. Upon the closing of the merger, Remark Media will issue up to 702,784 shares of Common Stock, representing approximately 9.9% percent of our shares issued and outstanding upon consummation of the merger, to the shareholders of Banks.com, plus $300,000 in cash, as consideration for the merger.
Remark Media continued development of its personal finance website through the first quarter. The site entered beta testing at the end of the first quarter and is on schedule for continued roll-out throughout 2012. Additionally, the Company reduced operating expenses to $1.5 million in the first quarter of 2012, a 46% decrease as compared to the first quarter of 2011 and a 28% decrease as compared to the fourth quarter of 2011.
ATLANTA, GA--(Marketwire - Jan 17, 2012) - Sharecare, an interactive health and wellness social platform providing people with access to expert-developed answers, information and programs to live their healthiest life, today announced that it has secured $14 million growth equity financing led by Galen Partners along with TomorrowVentures, LLC. The proceeds of the financing will enable Sharecare to accelerate the development of innovative programs, services and tools that foster healthier living and unite people across the healthcare continuum to deliver and receive optimal care.
Additionally, Sharecare also acquired The Little Blue Book (TLBB) from Galen Partners and a group of other investors in exchange for Sharecare common stock. TLBB has been the leading physician practice reference for over 23 years with over 400,000 physicians and 180,000 physician practices in TLBB's database. People will soon be able to access TLBB's physician practice information on Sharecare in order to locate physicians, practices, and hospitals in their area, as well as make informed decisions about which caregiver can best address their specific health issues and needs. Sharecare plans to quickly migrate TLBB's physicians to its digital platform, providing each physician access to Sharecare's suite of provider-focused products to enhance their practices, such as digital business cards, lead generation and search optimization tools and access to SharecarePro, Sharecare's upcoming expert membership product.
The company's Board of Directors also announced that the Chairman and Chief Architect of Sharecare, Jeff Arnold, will formally expand his role as CEO to steward the continued growth and success of the company. As part of the transaction, David Jahns, Managing Partner of Galen Partners, will join Sharecare's Board of Directors.
"We are very proud of the progress we've made this past year in building an online health and wellness ecosystem by providing trusted information, actionable evidence-based programs and online support and tools for healthcare consumers and providers," said Jeff Arnold, Chairman and CEO of Sharecare. "I'm excited to serve as CEO of the company and to welcome Galen Partners and TomorrowVentures to our prestigious group of shareholders and industry partners. Galen's knowledge of, and reputation in, the healthcare industry make them an ideal partner for innovation and growth."
"The founding partners and group of industry leaders involved in Sharecare have built a transformative platform with significant momentum. We believe that Sharecare's vision of enabling online industry collaboration by leveraging new technologies to improve communication and care while reducing cost and improving outcomes will have a measurable impact on our healthcare system," said David Jahns. "We look forward to collaborating with the team to help shape the future of health and wellness delivery."
Atlanta, GA, Feb. 28, 2012 (GLOBE NEWSWIRE) -- Remark Media, Inc. (Nasdaq: MARK), a global digital media company, announced today it has received definitive agreements in connection with a private placement of equity for gross proceeds of $4.25 million. The financing was led by A.W.M. Special Situations Funds, and also includes a number of other accredited institutional investors.
"The completion of this financing allows Remark Media to continue scaling the Company’s innovative social media-focused web publishing platform into additional verticals," said Carrie Ferman, Chief Executive Officer of Remark Media. "We are pleased to see this incremental vote of confidence from the investment community in Remark Media’s growth strategy and new management team, and look forward to continuing to execute on this strategy."
The Company issued to investors common stock priced at $4.50 per share. Investors also received warrants to acquire shares of common stock at an exercise price of $7.19 per share, in the amount of 25% of the number of shares of common stock that the investors purchased. The Company issued a total of 944,777 shares of common stock and warrants to acquire an additional 236,194 shares.
ATLANTA, Oct. 11, 2011 (GLOBE NEWSWIRE) -- HSW International, Inc. (Nasdaq:HSWI), a global digital media company, today announced that the company will change its corporate name to Remark Media, pending shareholder approval. A vote to amend the corporation's charter to change the corporate entity name to Remark Media, Inc. will be conducted at the Annual Meeting of Stockholders to be held in December.
Remark Media is a leader in next-generation digital platforms that combine high-quality content with relevant social media. Spun out from Discovery Communications' HowStuffWorks in 2007, Remark Media owns and operates the international versions of HowStuffWorks in China and Brazil – the world's largest emerging digital economies. The company is a founding partner of Sharecare, a highly searchable social Q&A healthcare platform organizing and answering the questions of health. Remark Media provided the technology development services to help create a digital platform combining traditional web publishing with social media.
On April 4, 2011, HSWI received notification from The Nasdaq Stock Market indicating that the Company no longer complies with the requirements of Nasdaq Marketplace Rule 5450(b)(1)(A) for continued listing on The Nasdaq Global Market because the Company's stockholders' equity has fallen below $10 million as reported on its annual report on Form 10-K for the year ended December 31, 2010. HSWI’s stockholders’ equity as of December 31, 2010 was $8,775,882. Nasdaq's notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Global Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has been provided 45 calendar days, or until May 19, 2011, to submit a plan to Nasdaq to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the notice, or until October 3, 2011, to evidence compliance. If the plan is not accepted, the Company will have the right to appeal and the common stock would remain listed on The Nasdaq Global Market until the completion of the appeal process. To regain compliance, the Company must have stockholders' equity of at least $10 million.
Although there can be no assurances in this regard, the Company expects it will be able to satisfy the requirements of Rule 5450(b)(1)(A) and maintain continued listing on The Nasdaq Global Market. Alternatively, the Company believes it is eligible to transfer the listing of its common stock to The Nasdaq Capital Market and could do so to maintain continued listing with The Nasdaq Stock Market, provided that it continues to satisfy the requirements for continued listing on The Nasdaq Capital Market.
For the fourth quarter of 2010:
For the full year 2010:
“2010 was a transition year for HSWI as we shifted our focus back to the U.S. from our overseas ventures in order to get in front of a new growth curve that we believe is taking shape in the web publishing industry,” said Greg Swayne, chairman and chief executive officer of HSW International. “Social media is changing the landscape for digital publishers, creating burgeoning opportunities for the development of new concepts. Having developed the platform for clients including Sharecare, HSWI has proven expertise in bringing to fruition Web 3.0 concepts that combine traditional web publishing with social media.”