This prospectus relates to 1,954,12615,965,228 shares of common stockCommon Stock of YOU On Demand Holdings, Inc. that may be sold from time to time by the selling stockholders named in this prospectus, which includes:

 4,921,054 shares of Common Stock;

933,333 shares of Common Stock issuable to the selling stockholders upon the conversion of shares of Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”);

6,857,140 shares of Common Stock issuable to the selling stockholders upon the conversion of shares of Series E Preferred Stock, $0.001 par value per share (the “Series E Preferred Stock”);

1,991,202 shares of Common Stock, issuable to the selling stockholders upon the conversion of shares of Series E Preferred Stock, $0.001 par value per share, issuable upon conversion of promissory notes;

162,500 shares of Common Stock issuable to the selling stockholders upon the exercise of the warrants to purchase Common Stock, the exercise price of which is $1.50 (the “Warrants”); and

1,099,999 shares of Common Stock issuable to the selling stockholders upon the exercise of options to purchase Common Stock,

We will not receive any of the proceeds from the sale of shares of our common stockCommon Stock by the selling stockholders.

The shares of our common stockCommon Stock may be offered through public or private transactions at market prices prevailing at the time of sale, at a fixed price or fixed prices, at negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices. In addition, shares of our common stockCommon Stock may be offered from time to time through ordinary brokerage transactions on the NasdaqNASDAQ Capital Market. The timing and amount of any sale are within the sole discretion of the selling stockholders, subject to certain restrictions. See “Plan of Distribution.”

Our common stockCommon Stock is listed on the NasdaqNASDAQ Capital Market under the symbol “YOD.” On September 25, 2012,April 29, 2016, the closing sale price of our common stockCommon Stock as reported on the NasdaqNASDAQ Capital Market was $3.86.

Except as otherwise indicated by the context, all references in this prospectus to (i) “YOU On Demand,” “we,” “us,” “our,” “our Company,” or “the Company” are to YOU On Demand Holdings, Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities, or VIEs; (ii) “Securities Act” are to the Securities Act of 1933, as amended; and (iii) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

YOU On Demand is a premium content Video On Demand (“VOD”) service provider with primary operations in the Chinese media segment,People’s Republic of China (the “PRC”). YOU On Demand Holdings, Inc. was incorporated in the State of Nevada on October 19, 2004.

YOU On Demand, through our Chineseits subsidiaries and VIEs, (1) a business whichvariable interest entities, provides premium content and integrated value-added service solutions for the delivery of pay-per-view, or PPV, video on demand,VOD and paid programming to digital cable providers, Internet Protocol Television (“IPTV”) providers, Over-the-Top (“OTT”) streaming providers, mobile manufacturers and operators, as well as direct customers. By leveraging and optimizing our existing operations, we have positioned ourselves to evolve into a mobile-driven, “new media” platform for both enterprises and consumers.

We launched our VOD service through acquisition of YOU On Demand (Asia) Limited (“YOD HK”), formerly Sinotop Group Limited, in July 2010. Through a series of contractual arrangements, YOU On Demand (Beijing) Technology Co., Ltd (“YOD WFOE”), the subsidiary of YOD Hong Kong, controls, Beijing Sino Top Scope Technology Co., Ltd. (“Sinotop Beijing”), a corporation established in the PRC. Sinotop Beijing is the 80% owner of Zhong Hai Shi Xun Information Technology Co., Ltd. (“Zhong Hai Video”), the entity through which we provide: 1) integrated value-added business-to-business (“B2B”) service solutions for the delivery of VOD and enhanced premium content for cabledigital cable; 2) integrated value-added business-to-business-to-customer (“B2B2C”) service solution for the delivery of VOD and enhanced premium content for IPTV and OTT providers (2)and; 3) a cable broadband business baseddirect to user, or B2C, mobile video service app.

On April 5, 2016, YOD WFOE entered into variable interest entity agreements with Tianjin Sevenstarsflix Network Technology Limited (“SSFlix”), a newly-formed PRC company, and its legal shareholders (the “SSFlix VIE Agreements”). SSFlix will offer a branded pay content service delivered to consumers ubiquitously through all its platform partners, will track and share consumer payments and other behavior data, will operate a customer management and databased service and will develop mobile social TV-based customer management portals.

The following chart illustrates our current corporate structure:

Note:

VIE Structure and Arrangements

On July 30, 2010, we acquired YOD Hong Kong through China Broadband, Ltd. (“CB Cayman”), a Cayman Islands company. Through a series of contractual arrangements, we control Sinotop Beijing. Sinotop Beijing, a corporation established in the Jinan regionPRC, is the 80% owner of China and (3) a television program guide, newspaper and magazine publishing business based in the Shandong region of China.

In March 2010, YOD Hong Kong entered into a management services agreement with Sinotop Beijing pursuant to which Sinotop Beijing pays consulting and service fees, equal to 100% of net profits of Sinotop Beijing, to YOD Hong Kong for various management, technical, consulting and other services in connection with its business. Payment of the fees under the management services agreement is secured through an equity pledge agreement, dated June 4, 2012, by and among Sinotop Beijing, YOD WFOE and the sole shareholder of Sinotop Beijing, pursuant to which the sole shareholder of Sinotop Beijing pledged all equity interests in Sinotop Beijing to YOD WFOE. In addition, on June 4, 2012, YOD WFOE entered into a voting rights proxy agreement with Sinotop Beijing and the sole shareholder of Sinotop Beijing, whereby YOD WFOE was entrusted with all of the voting rights of the sole shareholder of Sinotop Beijing. Through these contractual arrangements, we acquired control over and rights to 100% of the economic benefit of Sinotop Beijing. Accordingly, Sinotop Beijing is considered a VIE and, therefore, is consolidated in our financial statements.

On January 22, 2016, the Company entered into a Termination Agreement with Sinotop Beijing and Zhang Yan to terminate certain contractual arrangements, including the Call Option Agreement, dated March 9, 2010, among YOD HK, Sinotop Beijing and Zhang Yan, the sole shareholder of Sinotop Beijing, the Termination, Assignment and Assumption Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012, Voting Rights Proxy Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012, Equity Pledge Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012 and Power of Attorney Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012. On January 25, 2016, Zhang Yan entered into an Equity Transfer Agreement with Bing Wu and Yun Zhu, whereby Zhang Yan transferred 100% of her equity ownership in Sinotop Beijing to Bing Wu and Yun Zhu. The equity transfer application was accepted by the State Administration of Industry and Commerce (“SAIC”) on March 30, 2016 and became effective upon acceptance. Upon the conclusion of the transfer arrangement, Bing Wu and Yun Zhu will hold 95% and 5%, respectively, of equity ownership in Sinotop Beijing.

On the same day, the Company entered new contractual arrangements with Bing Wu and Yun Zhu (collectively, the “New Sinotop VIE Agreements”), also effective on March 30, 2016 when the above mentioned transfer arrangements were approved by the SAIC.

Although the New Sinotop VIE Agreements resulted in a change to the legal shareholders of Sinotop Beijing, it does not change YOD WFOE’s ability to control Sinotop Beijing or YOD WFOE’s rights to the economic benefits of Sinotop Beijing. YOD WFOE was the primary beneficiary of Sinotop Beijing prior to the signing of the New Sinotop VIE Agreements and remained as the primary beneficiary of Sinotop Beijing after the signing of the New Sinotop VIE Agreements.

In April 2016, YOD Hong Kong entered into a management services agreement with SSFlix pursuant to which SSFlix pays consulting and service fees, equal to 100% of net profits of SSFlix, to YOD Hong Kong for various management, technical, consulting and other services in connection with its business. SSFlix also entered into a technical services agreement with YOD WFOE for certain technical and support services. Payment of the fees under the technical services agreement is secured through an equity pledge agreement, dated April 5, 2016, by and among SSFlix, YOD WFOE and the shareholders of SSFlix, pursuant to which the shareholders of SSFlix pledged all equity interests in SSFlix to YOD WFOE. In addition, on April 5, 2016, YOD WFOE entered into a voting rights proxy agreement with SSFlix and the shareholders of SSFlix, whereby YOD WFOE was entrusted with all of the voting rights of the shareholders of SSFlix.

Our Corporate History

YOU On Demand Holdings, Inc., our parent holding company, was formed in the State of Nevada on October 19, 2004, pursuant to a reorganization of a California entity formed in 1988. Prior to January 2007, we were a blank check shell company.

On January 23, 2007, we acquired CB Cayman, which at the time was a party to the cooperation agreement with our PRC-based wholly-foreign-owned-entity, in a reverse acquisition transaction.

On July 30, 2010, we acquired YOD Hong Kong, formerly Sinotop Group Limited, through our subsidiary CB Cayman. Through a series of contractual arrangements, YOD Hong Kong and its subsidiary, YOD WFOE, controls Sinotop Beijing. Sinotop Beijing is the 80% owner of Zhong Hai Video's revenueVideo. As a result of the contractual arrangements with Sinotop Beijing, we have the right to control management decisions and direct the economic activities that most significantly impact Sinotop Beijing and Zhong Hai Video, and, accordingly, under generally accepted accounting principles in the United States, we consolidate these operating entities in our consolidated financial statements.

On April 5, 2016, YOD WFOE, entered into the SSFlix VIE Agreements with SSFlix and its legal shareholders in order to comply with PRC regulatory requirements. SFlix will be derived primarily fromoffer a VOD model, consisting of a feebranded pay content service delivered to view movies, popular titlesconsumers ubiquitously through all its platform partners, will track and live events.

Our Unconsolidated Equity Investment

We hold 30% ownership interest in Shandong Lushi Media Co., Ltd., a PRC company (“Shandong Media”), our print-based media business, and account for our investment in Shandong Media we operate our publishingunder the equity method The business whichof Shandong Media includes a television programming guide publication, the distribution of periodicals, the publication of advertising, the organization of public relations events, the provision of information related services, copyright transactions, the production of audio and video products, and the provision of audio value added communication services. Shandong Media's revenue consists primarily of sales of publications and advertising revenues. As of the date of this prospectus, the Company is no longer the primary beneficiary of Shandong Media and owns 30% of the interest of Shandong Media.

An investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the important risk factor below and the specific risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 10-K filed on March 30, 2012,2016, and in any applicable prospectus supplement and our other filings with the SECSecurities and Exchange Commission (“SEC”) and incorporated by reference in this prospectus, together with all of the other information contained in this prospectus, or any applicable prospectus supplement. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of your investment.

All of the shares registered for sale on behalf of the selling stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act. We have filed this registration statement to register these restricted shares for sale into the public market by the selling stockholders. These restricted securities, if sold in the market all at once or at about the same time, could depress the market price during the period the registration statement remains effective and also could affect our ability to raise equity capital. Any outstanding shares not sold by the selling stockholders pursuant to this prospectus will remain as “restricted shares” in the hands of the holders, except for those held by non-affiliates for a period of six months, calculated pursuant to Rule 144.

This prospectus contains or incorporates by reference forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements are management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and statements may be made by or on our behalf. Words such as “should,” “could,” “may,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” and may update our descriptions of such risks, uncertainties and assumptions in any prospectus supplement. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, financial results, product and service development, competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance or continued acceptance of our products and services, accounting estimates, financing activities, ongoing contractual obligations and sales efforts. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

This prospectus relates to the resale by the selling stockholders named below from time to time of up to a total of 1,954,12615,965,228 shares of our common stock that wereCommon Stock, which also includes Common Stock issuable upon (a) the conversion of shares of Series A Preferred Stock and Series E Preferred Stock and (b) the exercise of the Warrants issued or are issuable to the selling stockholdersstockholder pursuant to transactions exempt from registration under the Securities Act. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, into 0.1333333 shares of Common Stock. The conversion price for the Series E Preferred Stock is $1.75 and each share of Series E Preferred Stock is convertible at any time at the option of the holder into one share of Common Stock (subject to certain adjustments set forth in its Certificate of Designation). The exercise price for the Warrants is $1.50. All of the common stockCommon Stock offered by this prospectus is being offered by the selling stockholders for their own accounts.

The table below, which was prepared based on information filed publicly or supplied to us by the selling stockholders, sets forth information regarding the beneficial ownership of outstanding shares of our common stockCommon Stock owned by the selling stockholders and the shares that theyit may sell or otherwise dispose of from time to time under this prospectus. Each of theThe selling stockholders, or their respective transferees, donees or their successors, may resell, from time to time, all, some or none of the shares of our common stockCommon Stock covered by this prospectus, as provided in this prospectus under the section entitled “Plan of Distribution” and in any applicable prospectus supplement. However, we do not know when or in what amount the selling stockholders may offer their shares for sale under this prospectus, if any.

The number of shares disclosed in the table below as "beneficially owned"“beneficially owned” are those beneficially owned as determined under the rules of the SEC. Such information is not necessarily indicative of ownership for any other purpose. Under the rules of the SEC, a person is deemed to be a "beneficial owner"“beneficial owner” of a security if that person has or shares "voting“voting power,"” which includes the power to vote or to direct the voting of such security, or "investment“investment power,"” which includes the power to dispose of or to direct the disposition of such security. In computing the number of shares beneficially owned by a selling stockholder and the percentage of ownership of that selling stockholder, shares of commonCommon Stock underlying shares of convertible preferred stock, options or warrants held by that selling stockholder that are convertible or exercisable, as the case may be, within 60 days are included. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any otherThe selling stockholder. Each selling stockholder’sstockholders’ percentage of ownership in the following table is based upon 11,768,27728,861,342 shares of common stockCommon Stock outstanding as of September 25, 2012.

Unless otherwise indicated and subject to community property laws where applicable, the selling stockholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by them. In addition, none ofexcept for as specifically set forth in the footnote to the table below, the selling stockholders hasdo not have any family relationships with our officers, directors or controlling stockholders. Furthermore, unless otherwise indicatedExcept for as specifically set forth in the footnote to the table below, no selling stockholderstockholders have held a position as an officer or director of the Company within the past three years. Other than Chardan Capital Markets LLC, which is a registered broker-dealer, ornone of the selling stockholders is a broker-dealer. Furthermore, except as specifically set forth in the footnote to the table below, none of the selling stockholders is an affiliate of a registered broker-dealer.

Information concerning any of the selling stockholders may change from time to time, and any changed information will be presented in a prospectus supplement as necessary. Please carefully read the footnotes located below the table in conjunction with the information presented in the table.