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): February 5, 2015
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| (Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3930 Howard Hughes Parkway, Suite 400, Las Vegas, Nevada | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (702) 701-9514
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| (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 (see General Instruction A.2. below):
o 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 1.02. | Termination of a Material Definitive Agreement. |
On February 5, 2015, Remark Media, Inc. (the “Company”) and Discover Growth Fund (“Discover”) mutually agreed to terminate the Stock Purchase Agreement and the Registration Rights Agreement, each dated November 17, 2014, by and between the Company and Discover. As a result of such termination, these agreements are of no further force or effect and neither the Company nor Discover has any further rights, duties or obligations thereunder. The Company’s entry into these agreements and the terms and conditions thereof were disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2014.
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.
| | REMARK MEDIA, INC. |
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| Dated: February 5, 2015 | By: | /s/ Douglas Osrow |
| | | Name: Douglas Osrow |
| | | Title: Chief Financial Officer |
