Washington, D.C. 20549


FORM 12b-25





(Check One): ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10D
¨ Form N-SAR ¨ Form N-CSR


For Period Ended: December 31, 2016


¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended: ___________________


Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:





Remark Media, Inc.

Full Name of Registrant


Former Name if Applicable


3960 Howard Hughes Parkway, Suite 900

Address of Principal Executive Office (Street and Number)


Las Vegas, NV 89169

City, State and Zip Code




RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)



(a)       The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;




(b)       The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



(c)       The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Remark Media, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Report”) without unreasonable effort or expense due to delays in obtaining and compiling information for inclusion in the Report. The Company expects to be able to file Report on or before the fifteenth calendar day following its original prescribed due date.




(1) Name and telephone number of person to contact in regard to this notification

Douglas Osrow



(Name) (Area Code) (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ý Yes ¨ No


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ý  Yes   ¨  No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


The Company anticipates that its results of operations to be included in the Report will be significantly different from the corresponding period for the last fiscal year, primarily as a result of the inclusion of operating results of, LLC, which the Company acquired on September 24, 2015, and interest expense for a related financing for a full twelve months in 2016 compared to only three months in 2015. Also significant was the Company’s completion of its acquisition of assets of China Branding Group Limited on September 20, 2016, and its entry into a related amendment to a financing agreement. These developments were discussed in detail in the Company’s prior filings with the Securities and Exchange Commission.

Remark Media, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.




March 31, 2017


/s/ Douglas Osrow


Name: Douglas Osrow

Title: Chief Financial Officer