Remark Media (NASDAQ:MARK)

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

• Revenue for the second quarter was $33,000, a slight increase over the first quarter due to consolidation of several days of Banks.com revenues. Revenue was down from $1.3 million in the prior year period, primarily due to the end of the service agreements with Sharecare and Discovery and a shift in the strategic direction of the company.
• Operating expenses decreased 27% to $1.6 million compared to $2.2 million in the prior year period.
• Net loss was $(2.2) million or $(0.34) per share compared to a net loss of $(1.0) million or $(0.19) per share in the prior year period.
• Cash balance as of June 30, 2012 stood at $2.3 million compared to $3.0 million on June 30, 2011.

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

• Cash balance increased to $4.2 million at the end of the quarter compared to $1.5 million at the end of the prior year.
• Company successfully raised $4.25 million in a private placement of common stock with accredited investors.
• Brands segment revenue remained relatively flat year over year; expected to increase upon closing of the pending Banks.com merger.
• Content and Platform Services segment had no revenues due to new management's shift in strategy and the planned expiration of service agreements with Sharecare and Discovery.
• Net loss decreased significantly to $0.2 million in the first quarter versus $1.7 million loss in the same quarter of 2011 due to non-cash gain in the equity investment in Sharecare and reduction in operating expenses.
• Earnings per share improved by 87% year over year to $(0.04).

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."

PRIVATE PLACEMENT 

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.

MERGER TRANSACTION 

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.

OPERATIONS 

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.

On December 14, 2011, Shawn G. Meredith resigned her position as Chief Financial Officer of HSW International [now named Remark Media, Inc.] effective December 31, 2011. The Company is currently negotiating the terms of a separation agreement and a consulting agreement to provide accounting advice and assistance with the Company's financial reporting."

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:

• HSW International reported revenue of $1.8 million, compared to $2.0 million for the fourth quarter of 2009
• The fourth-quarter 2010 loss from operations was $(1.5) million, an improvement from the loss from operations of $(2.0) million in the comparable period of 2009.
• The net loss for the fourth quarter of 2010 improved to $(1.7) million, or $(0.31) per share, compared to the net loss of $(2.5) million, or $(0.47) per share, that was reported in the fourth quarter of 2009.

For the full year 2010:

• HSW International reported revenue of $6.7 million, compared to $2.3 million for the full year of 2009.
• The 194% increase is due to providing a full year of web services for Sharecare, a Web 3.0 healthcare platform launched in October 2010, as well as web services to other customers.
• The 2010 loss from operations was $(4.5) million, an improvement from the loss from operations of $(12.0) million for the full year of 2009.
• The net loss for the year 2010 was $(5.9) million, or $(1.10) per share, compared to $(11.9) million for 2009, or $(2.22) per share, for 2009.
• Included in the net loss for both periods is a net loss associated with the company’s stake in Sharecare in the amount of $(1.5) million for 2010 and $(0.8) million for 2009.

“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.”

The Company is in the process of developing global Internet businesses, including publishing businesses in two emerging markets, a web services business, and intends to pursue opportunities to plan, develop and build new content vertical websites in the United States. We currently operate at a loss and with a substantial negative cash flow from operations. While we believe that our cash resources on hand are sufficient to fund these businesses for a period of at least 12 months, our cash resources are not sufficient to fund these businesses for an extended period beyond that unless revenues increase significantly or we find other sources of capital.

On March 4, 2011, HSW International, Inc. (“HSWI”) entered into a senior revolving credit agreement with Theorem Capital, LLC (the “Lender”) pursuant to which the Lender has agreed to extend HSWI a line of credit of up to $1.0 million for a period of one year from March 4, 2011, subject to renewal by the Lender, at its sole discretion, for an additional one-year period. Under the terms of the credit agreement, HSWI may, in its sole discretion, borrow from the Lender up to $1.0 million from time to time during the term of the credit agreement, in minimum loan amounts of $200,000, with each such loan being evidenced by a revolving promissory note. HSWI entered into this senior revolving credit agreement to provide flexibility as HSWI builds and executes upon its social media content strategy.

Three Months Ended September 30,								Nine Months Ended September 30,
		2010				2009				2010				2009
Operating revenue
Web platform services from affiliates		$	2,001,437			$	—			$	4,711,148			$	—
Social media			—				48,896				—				173,996
Digital online publishing			37,004				42,171				141,362				131,555
Total revenue			2,038,441				91,067				4,852,510				305,551
Cost of services			1,698,423				393,267				3,960,261				1,156,685
Gross margin			340,018				(302,200	)			892,249				(851,134	)
Operating expenses
Selling, general and administrative (including stock-based
compensation expense of $49,036 and $334,674 for
the three months ended September 30, 2010 and 2009, respectively, and $124,950 and $1,690,924 for the nine months ended September 30, 2010 and 2009, respectively)			846,952				2,713,644				3,639,873				8,731,057
Depreciation and amortization			74,638				123,265				236,050				360,824
Total operating expenses			921,590				2,836,909				3,875,923				9,091,881
Total operating loss			(581,572	)			(3,139,109	)			(2,983,674	)			(9,943,015	)
Other income
Interest income			1,878				11,160				11,666				42,910
Other income			—				393,520				—				553,520
Total other income			1,878				404,680				11,666				596,430
Loss from operations before income taxes and equity in loss of equity method investment			(579,694	)			(2,734,429	)			(2,972,008	)			(9,346,585	)
Equity in loss of equity-method investment, net of taxes			(659,521	)			—				(1,267,173	)			—
Net loss		$	(1,239,215	)		$	(2,734,429	)		$	(4,239,181	)		$	(9,346,585	)

We expect to continue to invest in expanding and gaining market share for our internet platforms in Brazil and China, including additional investments to create or acquire content. We currently do not have any material commitments for capital expenditures. Our anticipated investments will be made in the respective markets based on our success and anticipated market conditions and trends. We expect that most of these investments will be paid or under commitment before we begin to realize significant revenues. Additionally, in the normal course of business, we continue to explore various business initiatives that may lead to additional sources of revenue and growth, such as our recent content distribution and promotional agreement with Chinese web portal NetEase. We believe that our current cash balance and the combination of our expected cash generated from future operations combined with recently implemented cost reduction measures will provide sufficient cash to fund operations for at least twelve months.

We expect that our service agreements to provide web platform services to customers will continue to generate revenues for our company and we are continuing to seek new customers for the business. However, as our largest customer, Sharecare, is a recently-formed entity and our service agreement with Sharecare expires in December 2010, there can be no assurance that the amounts generated will be sufficient to cover our liquidity needs for the long-term