Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION - REMARK HOLDINGS, INC. | ex31certificateofamendment.htm |
| EX-99.1 - PRESS RELEASE DATED APRIL 11, 2017 - REMARK HOLDINGS, INC. | ex991pressreleasedatedapri.htm |
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
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 | |||