Shares of Common Stock
Beneficially
Owned Prior to
Offering
Maximum Number of Shares to be
Sold
Shares of Common Stock Beneficially Owned After
Offering
Percentage Ownership After
Offering
Special Situations Technology Fund II, L.P. (1)(2) 355,556 444,445 0 0
Special Situations Private Equity Fund, L.P. (1)(3) 166,666 208,333 0 0
Special Situations Technology Fund, L.P. (1)(4) 66,666 83,332 0 0
Cowen Overseas Investment LP (5) 88,889 111,111 0 0
Capital Ventures International (6) 61,111 76,389 0 0
Steven Gersten (7) 55,556 69,445 0 0
JEB Partners, L.P. (8) 55,555 69,444 0 0

198

Steve Epstein (9) 44,445 55,556 0 0
Plough Penny Partners LP (10) 22,222 27,777 0 0
Cobrador Multi Strategy Partners, LP (110) 17,000 17,000 4,250 *
Iroquois Master Fund Ltd. (12) 11,111 13,889 0 0

*	~~Less than one (1) percent.~~

	Shares Beneficially Owned Prior to the Offering		Maximum Number of	Shares Beneficially Owned After the Offering
Name of Selling Stockholder	Number	Percent(1)	Shares Offered	Number	Percent(1)
Discover Growth Fund(2)	0	-	4,384,616(3)	0	-

____________

(1)

~~SST Advisers, L.L.C., or SSTA,~~The applicable percentage of ownership is the general partner of the Special Situations Technology Fund, L.P., or SSTFI, and Special Situations Technology Fund II, L.P., or SSTFII. MG Advisers, L.L.C., or MG, is the general partner of the Special Situations Private Equity Fund, L.P., or SSPEF. AWM Investment Company, or AWM, is the investment adviser to SSTFI, SSTFII and SSPEF. Austin W. Marxe and David M. Greenhouse are the principal owners of MGP, AWM, SSTA and MG, and are principally responsible for the selection, acquisition, voting and disposition of the portfolio securities by each investment adviserbased on ~~behalf of its fund. Both Messrs. Marxe and Greenhouse share voting and dispositive power with respect to shares held by these selling stockholders.~~

~~(2)~~

~~Such 355,556~~12,852,255 shares of common stock ~~excludes 88,889 shares~~outstanding as of December 1, 2014. Shares of common stock issuable upon exercise of ~~a warrant held by SSTFII because such warrant is not~~options, warrants or other rights beneficially owned that are exercisable ~~until~~within 60 days are deemed outstanding for the ~~six month anniversary~~purpose of computing the percentage ownership of the person holding such securities.

(2)

The address of the selling stockholder is Governors Square, 23 Lime Tree Bay Avenue, Suite 4-210, Grand Cayman KY1-1209, Cayman Islands. The terms of the Series A Preferred Stock provide for an issuance ~~thereof and contains a blocker provision under which~~limitation such that the ~~holder thereof does~~selling stockholder may not be issued shares of the Company’s common stock if, after giving effect to the issuance, the selling stockholder would beneficially own more than 9.99% of the common stock then outstanding. Accordingly, the number of shares of common stock set forth in the table above as being offered by the selling stockholder may exceed the number of shares of common stock that the selling stockholder could own beneficially (after giving effect to the issuance limitation) at any time through its ownership of the Series A Preferred Stock. In addition, the Series A Preferred Stock will not have ~~the right to exercise such warrant~~any voting rights, including with respect to the ~~extent (but only~~election of directors, except as required by law and with respect to certain matters related to the ~~extent) that such exercise would result~~Series A Preferred Stock, as described in ~~beneficial ownership by~~this prospectus in the ~~holder thereof or any~~section titled “Description of ~~its affiliates, of more than 9.999% of the then outstanding common stock.~~Capital Stock – Series A Preferred Stock”.

(3)

~~Such 166,666 shares of common stock excludes 41,667~~Represents (i) 384,616 shares of common stock issuable upon ~~exercise~~the conversion or redemption of ~~a warrant held by SSPE because such warrant is not exercisable until~~250 shares of Series A Preferred Stock issuable to the ~~six month anniversary~~selling stockholder under the terms of the ~~issuance thereof~~Purchase Agreement and contains a blocker provision under which the holder thereof does not have the right to exercise such warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 9.999% of the then outstanding common stock.

~~(4)~~

~~Such 66,666~~(ii) 4,000,000 shares of common stock ~~excludes 16,666~~that may be issued, at our sole and absolute discretion, in payment of dividends and any Embedded Derivative Liability on such shares of common stock issuable upon exercise of a warrant held by SSTFI because such warrant is not exercisable until the six month anniversary of the issuance thereof and contains a blocker provision under which the holder thereof does not have the right to exercise such warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 9.999% of the then outstanding common stock.Series A Preferred Stock.

~~(5)~~

Ramius Advisors, LLC (“Ramius Advisors”) is the general partner of Cowen Overseas Investment LP (“COIL”) and consequently has voting control and investment discretion over securities held by COIL. Ramius LLC (“Ramius”) is the managing member of Ramius Advisors. Cowen Group, Inc. (“Cowen”), which is a publicly-traded company, is the managing member of Ramius. Each of Ramius and Cowen disclaims beneficial ownership of these securities.

Such 88,889 shares of common stock excludes 22,222 shares of common stock issuable upon exercise of a warrant held by COI because such warrant is not exercisable until the six month anniversary of the issuance thereof.

~~(6)~~

Heights Capital Management, Inc., the authorized agent of Capital Ventures International ("CVI"), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares.

Such 61,111 shares of common stock excludes 15,278 shares of common stock issuable upon exercise of a warrant held by CVI because such warrant is not exercisable until the six month anniversary of the issuance thereof and contains a blocker provision under which the holder thereof does not have the right to exercise such warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 4.999% of the then outstanding common stock.

~~(7)~~

~~Steven Gersten has voting control and investment discretion over securities held by him.~~

Such 55,556 shares of common stock excludes 13,889 shares of common stock issuable upon exercise of a warrant held by Mr. Gersten because such warrant is not exercisable until the six month anniversary of the issuance thereof .

~~(8)~~

Manchester Management. LLC (“MM”) is the general partner of JEB Partners, L.P. (“JEB”). MM has voting control and investment discretion over securities held by JEB. James E. Besser, the Managing Member of MM, has voting control over MM. As a result, Mr. Besser may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by JEB.

Such 55,555 shares of common stock excludes 13,889 shares of common stock issuable upon exercise of a warrant held by JEB because such warrant is not exercisable until the six month anniversary of the issuance thereof.

~~(9)~~

~~Steven Epstein has voting control and investment discretion over securities held by him.~~

Such 44,445 shares of common stock excludes 11,111 shares of common stock issuable upon exercise of a warrant held by Mr. Epstein because such warrant is not exercisable until the six month anniversary of the issuance thereof and contains a blocker provision under which the holder thereof does not have the right to exercise such warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 4.999% of the then outstanding common stock.

~~(10)~~

Judson Traphagen is the general partner of Plough Penny Partners LP (“PPP”). Mr. Traphagen has voting control and investment discretion over securities held by PPP. As a result, Mr. Traphagen may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by PPP.

~~Such 22,222 shares of common stock excludes 5,555 shares of common stock issuable upon exercise of a warrant held by PPP because such warrant is not exercisable until the six month anniversary~~

~~of the issuance thereof.~~

~~(11)~~

Cobrador Capital Management (“CCM”) is the general partner of Cobrador Multi Strategy Partners, LP (“CMSP”). CCM has voting control and investment discretion over securities held by CMSP. David E. Graber, the Managing Principal of CCM, has voting control over CCM. As a result, Mr. Graber may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by CMSP.

CMSP holds a warrant to purchase 4,250 shares of common stock which is not exercisable until the six month anniversary of the issuance thereof. The shares of common stock issuable upon the exercise of

~~such warrant are not being registered for resale pursuant to this prospectus.~~

~~(12)~~

Iroquois Capital Management L.L.C. (“Iroquois Capital”) is the investment manager of Iroquois Master Fund, Ltd (“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership.

~~Such 11,111 shares of common stock excludes 2,778 shares of common stock issuable upon exercise of a warrant held by IMF because such warrant is not exercisable until the six month anniversary~~

~~of the issuance thereof.~~

~~PLAN OF DISTRIBUTION~~

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus

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~~from a~~PLAN OF DISTRIBUTION

The selling stockholder ~~as a gift, pledge, partnership distribution or other transfer,~~and any of its pledgees, assignees and successors-in-interest may, from time to time, sell ~~transfer or otherwise dispose of~~ any or all of ~~their shares of common stock~~its securities covered hereby on the NASDAQ Capital Market or ~~interests in shares of common stock on~~ any other stock exchange, market or trading facility on which the ~~shares~~securities are traded or in private transactions. These ~~dispositions~~sales may be at fixed ~~prices, at prevailing market prices at~~or negotiated prices. Except as otherwise provided herein, the ~~time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.~~

~~The~~ selling ~~stockholders~~stockholder may use any one or more of the following methods when ~~disposing of shares or interests therein:~~selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the ~~shares~~securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

·	~~short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;~~

·	in transactions through ~~the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;~~

·	broker-dealers ~~may~~that agree with the selling ~~stockholders~~stockholder to sell a specified number of such ~~shares~~securities at a stipulated price per ~~share;~~security;

a combination of any such methods of sale; ~~and~~or

any other method permitted bypursuant to applicable law.

The selling ~~stockholders~~stockholder may ~~from time to time, pledge~~also sell securities under Rule 144, if available, rather than under this prospectus.

Under the Purchase Agreement, the selling stockholder agreed that so long as it or ~~grant a security interest~~any of its affiliates holds any Series A Preferred Stock or common stock underlying such shares, neither the selling stockholder nor any affiliate will engage in ~~some~~ or ~~all of the shares~~effect, directly or indirectly, any short sale of common stock, ~~owned by them and, if they default~~including but not limited to, through an investment in any derivative instrument having the ~~performance of their secured obligations,~~same effect.

Any broker-dealers or agents that are involved in selling the ~~pledgees or secured parties~~securities may ~~offer and sell~~be deemed to be “underwriters” within the ~~shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision~~meaning of the Securities Act ~~amending~~in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the ~~list~~resale of ~~selling stockholders~~the securities purchased by them may be deemed to ~~include~~be underwriting commissions or discounts under the ~~pledgee, transferee or other successors in interest as selling stockholders under this prospectus.~~Securities Act. The selling ~~stockholders also may transfer~~stockholder has informed the ~~shares of common stock~~Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in ~~other circumstances, in which case~~ the ~~transferees, pledgees or other successors in interest will be~~aggregate, would exceed eight percent (8%).

Under the Registration Rights Agreement, we have agreed to indemnify the selling ~~beneficial owners for purposes~~stockholder against certain liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of ~~this prospectus.~~

~~In connection with~~ the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this ~~prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).~~prospectus.

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stockAny persons deemed to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

~~The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters"~~“underwriters” within the meaning ~~of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts~~

~~and commissions under the Securities Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11)~~ of the Securities Act will be subject to the prospectus delivery requirements of the Securities ~~Act.~~Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than under this prospectus. The selling stockholder have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the selling stockholder.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

~~In order~~

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Under the Registration Rights Agreement, we agreed to ~~comply with~~keep this prospectus effective until all of the ~~securities laws of some states, if applicable, the common stock~~shares have been resold or may be resold pursuant to Rule 144. The resale securities will be sold ~~in these jurisdictions~~ only through registered or licensed brokers or ~~dealers.~~dealers if required under applicable state securities laws. In addition, in ~~some~~certain states, the ~~common stock~~resale securities covered hereby may not be sold unless ~~it has~~they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification ~~requirements~~requirement is available and is complied with.

~~We have advised~~Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling ~~stockholders that the anti-manipulation rules~~stockholder will be subject to applicable provisions of ~~Regulation M under~~ the Exchange Act and the rules and regulations thereunder, including Regulation M, which may ~~apply to~~limit the timing of purchases and sales of ~~shares in the market and to the activities~~securities of the common stock by the selling ~~stockholders and their affiliates. In addition, to the extent applicable we~~stockholder or any other person. We will make copies of this prospectus ~~(as it may be supplemented or amended from time to time)~~ available to the selling ~~stockholders for the purpose of satisfying the prospectus delivery requirements~~stockholder and have informed them of the ~~Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving~~need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale ~~of the shares against certain liabilities, including liabilities arising~~(including by compliance with Rule 172 under the Securities ~~Act.~~Act).

~~We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration~~

Table of ~~the shares offered by this prospectus.~~Contents

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

DESCRIPTION OF ~~COMMON~~CAPITAL STOCK

~~We are authorized~~General

Our Second Restated Certificate of Incorporation, or Charter, authorizes us to issue up to 21,000,000 shares, including 20,000,000 shares of common ~~stock.~~stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. As of ~~March 22, 2012,~~close of business on December 1, 2014, there were ~~6,367,072~~(i) 12,852,255 shares of common stock issued and outstanding, (ii) 1,835,197 shares of common stock reserved for issuance under the equity incentive plans of the Company, including upon exercise of outstanding options to purchase common stock, (iii) 1,215,278 shares of common stock issuable upon exercise of outstanding warrants, (iv) 1,448,755 shares of common stock issuable upon conversion of outstanding convertible promissory notes and (v) no shares of preferred stock issued and outstanding.

The following descriptions are summaries of the material provisions and terms of our capital stock and are qualified by reference to our Charter and our Second Amended and Restated Bylaws, or Bylaws, each as amended to date.

Common Stock

Each share of common stock ~~is entitled~~entitles its holder to one vote on all matters to be voted onupon by the stockholders. ~~There~~Common stockholders are nonot entitled to cumulative voting ~~rights in~~with respect to the election of ~~directors, with~~directors. Subject to the ~~result that the holders~~preferences of ~~more than 50%~~any outstanding shares of ~~the shares voting for the election of directors can elect all of the directors then up for election. The~~preferred stock, holders of common stock ~~are entitled to~~may receive ratably any dividends ~~when, as and if declared by~~that our Board of Directors (our “Board”) may declare out of funds legally available ~~therefor.~~for that purpose. In the event of our liquidation, dissolution or winding up, ~~of our company,~~ the holders of common stock are entitled to share ratably in all assets remaining ~~if any, which are available for distribution to them~~ after payment of liabilities and ~~after provision~~liquidation preferences of any outstanding shares of preferred stock. The common stock has ~~been made~~no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

Preferred Stock

Under our Charter, our Board is authorized generally without stockholder approval to issue shares of preferred stock in one or more series and, in connection with the creation of each such series, to fix the number of shares of such series and designate the powers, preferences and rights of such series, including dividend rights, redemption rights, liquidation preferences, sinking fund provisions, conversion rights and voting rights, any or all of which may be greater than the rights of the common stock.

Series A Preferred Stock

On November 17, 2014, we entered into the Purchase Agreement with the selling stockholder. Pursuant to the Purchase Agreement, we agreed to issue and sell to the selling stockholder 250 shares of a new class of Series A Preferred Stock, convertible into shares of the Company’s common stock at a fixed Conversion Price of $6.50 per share, for ~~each~~a total purchase price of $2,500,000.00, subject to the satisfaction of certain closing conditions. These closing conditions include conditions customary for transactions of this type as well as (i) approval by the Company’s stockholders of the Purchase Agreement in accordance with the requirements of NASDAQ Listing Rule 5635(d) and (ii) the staff of the SEC indicating that it is willing to declare effective a registration statement registering the shares of common stock issuable under the terms of the Series A Preferred Stock. The Purchase Agreement will terminate automatically if the closing has not occurred on or before February 15, 2015. Series A Preferred Stock purchased by the Selling Stockholder will be non-transferable.

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The terms of the Series A Preferred Stock are set forth in a Certificate of Designations, to be filed with the Secretary of State of the State of Delaware prior to the closing. A summary of the material terms of the Series A Preferred Stock is set forth below.

Designation and Ranking. The Company has designated 1,000 shares of Series A Preferred Stock. The Series A Preferred Stock will rank (i) senior with respect to dividends to the common stock, (ii) pari passu with respect to rights upon liquidation with the common stock and (iii) junior to all existing and future indebtedness.

Voting. The Series A Preferred Stock will not have any voting rights, including with respect to the election of directors, except as required by law; provided, however, the Company will not, without the affirmative approval of the holders of a majority of the shares of the Series A Preferred Stock then outstanding (voting separately as one class), (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designations, (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series A Preferred Stock, (iii) amend its certificate of incorporation or other charter documents in breach of any of the provisions hereof, (iv) increase the authorized number of shares of Series A Preferred Stock or (v) enter into any agreement with respect to the foregoing.

Dividends. From the date of issuance, each share of Series A Preferred Stock will accrue dividends at a rate of 8.0% per annum (the “Dividend Rate”), subject to adjustment as discussed below, on its face value of $10,000 (the “Face Value”), payable upon conversion or redemption of such share and when, as and if otherwise declared by the Board. Dividends and any Embedded Derivative Liability are payable, at the Company’s sole and absolute discretion, either in cash or in shares of common stock valued at 80.0% of the applicable market price less $0.05 per share. The applicable market price of the common stock for purposes of the foregoing is (i) the volume weighted average price of the common stock for the period commencing 30 days before the conversion or redemption of the Series A Preferred Stock or other applicable event and ending 90 days after the later of such date and the holder’s receipt of all applicable shares of common stock from such conversion or redemption or payment, not to exceed (ii) the average of the individual daily volume weighted average prices of the common stock for any five trading days during such period, selected by the holder in its sole and absolute discretion.

Liquidation Rights. Upon the Company’s liquidation, dissolution or winding up, holders of Series A Preferred Stock will be entitled to payment of the Face Value plus any accrued but unpaid dividends with respect to such shares.

Company Redemption for Cash. The Company will have the right, in its sole and absolute discretion, to redeem for cash all or any portion of the shares of Series A Preferred Stock then outstanding by paying the holder the following with respect to such shares: (i) if the redemption takes place on or after the five-year anniversary of issuance (the “Dividend Maturity Date”), the Face Value plus any accrued but unpaid dividends; (ii) if the redemption takes place prior to the Dividend Maturity Date, at an early redemption price equal to the Face Value plus any Embedded Derivative Liability minus any dividends paid; or (iii) if the price of the common stock falls below $4.00 and the redemption is made within 10 days thereafter, 150% of the Face Value. The “Embedded Derivative Liability” for each share of Series A Preferred Stock means the Face Value multiplied by the product of (i) the applicable Dividend Rate and (ii) the number of whole years between the issuance date and the Dividend Maturity Date, i.e. five years.

Credit Risk Adjustment. The Dividend Rate will adjust upward by an amount equal to a defined credit spread adjustment of 98.45 basis points for each amount, if any, ~~having preference over~~equal to an adjustment factor of $0.20 that a measuring metric, the applicable market price of the common stock, falls below a minimum triggering level of $5.50 per share of common stock. ~~Holders~~The Dividend Rate will permanently adjust downward by an amount equal to a rate decrease adjustment of 3.0% for each amount, if any, equal to a rate factor of $1.00 that the measuring metric rises above a maximum triggering level of $8.50 per share of common stock for at least 30 consecutive trading days, but will not go below zero. The applicable market price of the common stock for purposes of the foregoing is determined in the same manner as set forth in the Dividends section above.

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Conversion into Common Stock. Each share of Series A Preferred Stock will be convertible into such number of shares of common stock ~~have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable~~equal to the Face Value divided by the Conversion Price. The Selling Stockholder may convert its shares of Series A Preferred Stock at any time, and the Company may effect a conversion if the closing price of the common ~~stock. All outstanding~~stock exceeds 300% of the Conversion Price for any 20 consecutive trading days, subject at all times to the Issuance Limitation (as defined below) and certain other conditions set forth in the Certificate of Designations.

Issuance Limitation. At no time will the Company issue shares of common stock to a holder of Series A Preferred Stock pursuant to the Certificate of Designations (whether upon conversion of the Series A Preferred Stock or payment of dividends or any Embedded Derivative Liability in common stock) if the number of shares of common stock to be issued, when aggregated with all other shares of common stock then beneficially (or deemed beneficially) owned by such holder, would result in such holder owning more than 9.99% of the common stock then outstanding (the “Issuance Limitation”).

Convertible Notes

On January 29, 2014 (the “January 2014 Note”), November 14, 2013 (the “November 2013 Note”), April 2, 2013 (the “April 2013 Note”), and November 23, 2012 (the “November 2012 Note”), the Company issued Senior Secured Convertible Promissory Notes to Digipac in the original principal amounts of $3,500,000, $2,500,000, $4,000,000 and $1,800,000, respectively, in exchange for cash equal to the respective original principal amounts. The January 2014 Note, November 2013 Note, April 2013 Note and November 2012 Note are ~~fully paid and nonassessable.~~collectively referred to herein as the “Digipac Notes.”

~~Transfer Agent~~

The ~~transfer agent~~January 2014 Note and ~~registrar~~November 2013 Note bear interest at a rate of 6.67% per annum for the first year and 8.67% per annum thereafter, with interest payable quarterly and all unpaid principal and any accrued but unpaid interest due and payable on the second anniversary of issuance. At any time, Digipac may elect to convert all or any portion of the outstanding principal amount and accrued but unpaid interest under such notes into shares of common stock at a conversion price of $5.03 per share for the January 2014 Note and $3.75 per share for the November 2013 Note. The Company also may elect to convert all or any portion of the outstanding principal amount and accrued but unpaid interest under such notes into common stock at the applicable conversion price if the volume weighted average price of the common stock is ~~Computershare LLC.~~equal to at least 150% of the applicable conversion price for at least 30 of the 40 trading days immediately prior to the date of the Company’s election. The Company may prepay all or a portion of such notes at any time upon at least 15 days’ prior written notice to Digipac. As of December 1, 2014, the January 2014 Note and November 2013 Note were convertible into a total of 1,448,755 shares of common stock.

The April 2013 Note bore interest at a rate of 6.67% per annum for the first year and 8.67% per annum thereafter, and the November 2012 Note bore interest at a rate of 6.67% per annum. The outstanding principal amount and accrued but unpaid interest under the April 2013 Note and the November 2012 Note were convertible into common stock at a conversion price of $2.00 per share for the April 2013 Note and $1.30 per share for the November 2012 Note. On November 12, 2013, Digipac converted the $4,000,000 principal amount and $164,466 accrued but unpaid interest outstanding under the April 2013 Note into 2,082,233 shares of common stock, and converted the $1,800,000 principal amount and $116,771 accrued but unpaid interest outstanding under the November 2012 Note into 1,474,439 shares of common stock.

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In connection with the issuance of the November 2012 Note, the Company and Digipac entered into a Security Agreement dated as of November 23, 2012 (the “Security Agreement”) to secure the Company’s obligations under such note. The Security Agreement provides that the Company’s obligations are secured by all assets of the Company other than the shares of common stock of Sharecare, Inc. owned by the Company. The Company and Digipac subsequently entered into amendments to the Security Agreement in connection with the issuances of the April 2013 Note, the November 2013 Note and the January 2014 Note to include the Company’s obligations under such notes as obligations secured by the Security Agreement.

Stock Options

As of December 1, 2014, there were options to purchase 1,719,317 shares of common stock outstanding.

Warrants

2012 Investor Warrants

On February 29, 2012, the Company issued warrants to purchase an aggregate of 236,194 shares of common stock at an exercise price of $6.81 per share as part of an equity private placement (the “2012 Investor Warrants”). The 2012 Investor Warrants have a term of five years and six months, became exercisable six months after issuance, and provide for weighted average anti-dilution protection. As of December 1, 2014, there were 2012 Investor Warrants to purchase 215,278 shares of common stock outstanding and the exercise price of the 2012 Investor Warrants was $5.22 per share.

Hotelmobi Warrants

On May 2, 2014, as partial consideration for the Company’s acquisition of Hotelmobi Inc., the Company issued to former Hotelmobi stockholders warrants to purchase 500,000 shares of common stock at an exercise price of $8.00 per share and warrants to purchase 500,000 shares of common stock at an exercise price of $12.00 per share (the “Hotelmobi Warrants”). The Hotelmobi Warrants have a term of five years and vest 12.5% on the last day of each fiscal quarter beginning June 30, 2014, provided the recipient is employed by the Company on such date or has been terminated other than for cause. As of December 1, 2014, there were Hotelmobi Warrants to purchase 1,000,000 shares of common stock outstanding.

Registration Rights

We entered into a registration rights agreement, dated as of February 29, 2012 (the “2012 Registration Rights Agreement”), with accredited investors who purchased an aggregate of 944,777 shares of our common stock and 2012 Investor Warrants to purchase 236,194 shares of our common stock in a private placement on February 29, 2012. The 2012 Registration Rights Agreement provides that promptly following the closing of the private placement, but no later than 30 days thereafter, the Company would prepare and file with the SEC a registration statement on Form S-3 covering the resale of the shares of common stock and the shares underlying the 2012 Investor Warrants sold. The 2012 Registration Rights Agreement also provides for certain piggyback registration rights, among other things. The Company filed a registration statement on Form S-3 covering these shares with the SEC on March 23, 2012, which was declared effective on March 30, 2012.

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We entered into stock purchase agreements, dated June 16, 2014, with accredited investors who purchased an aggregate of 470,000 shares of our common stock in a private placement. Under these purchase agreements, we agreed that promptly following the closing of the private placement, but no later than 15 business days thereafter, the Company would prepare and file with the SEC a registration statement on Form S-1 covering the resale of the shares of common stock sold, and the investors agreed to a 180-day lockup with respect to such shares.

The January 2014 Note and the November 2013 Note provide that we will negotiate and enter into a registration rights agreement providing Digipac with demand and piggyback registration rights with respect to the shares of our common stock underlying such notes.

The Company filed with the SEC a registration statement on Form S-1 covering the resale of 220,833 shares of our common stock issuable upon exercise of the 2012 Investor Warrants issued in the February 2012 private placement, 470,000 shares of our common stock issued in the June 2014 private placement and 1,420,497shares of our common stock issuable upon conversion of the January 2014 Note and the November 2013 Note, which registration statement was declared effective on August 26, 2014.

In connection with the Purchase Agreement, the Company entered into the Registration Rights Agreement with the selling stockholder, providing that the Company will file with the SEC a Registration Statement covering the resale by the selling stockholder of (x) up to 384,616 shares of common stock issuable upon conversion or redemption of the Series A Preferred Stock to be sold under the Purchase Agreement and (y) up to 4,000,000 shares of common stock that may be issued, at the Company’s sole and absolute discretion, in payment of dividends and any Embedded Derivative Liability with respect to such shares of Series A Preferred Stock, and maintain the effectiveness of such registration statement until all shares have been resold or may be resold pursuant to Rule 144 without restriction. This prospectus covers the resale of such shares.

Anti-Takeover Provisions

Provisions in our Charter and Bylaws, as well as provisions of the DGCL, may discourage, delay or prevent a merger, acquisition or other change in control of the Company, even if such a change in control would be beneficial to stockholders. These provisions include the following:

only our Board may call special meetings of stockholders;

our stockholders may take action only at a meeting and not by written consent; and

we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval.

Additionally, Section 203 of the DGCL prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. We have not opted out of the restriction under Section 203, as permitted under DGCL.

Listing

Our certificate of incorporation authorizes the Board of Directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without further action by stockholders, and may include, among other things, voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion and redemption rights, and sinking fund provisions. Although there are currently no shares of preferred stock outstanding, future holders of preferred stock may have rights superior to our common stock ~~and such rights could also be used to restrict our ability to merge with, or sell our assets to a third party.~~

is currently quoted on the NASDAQ Capital Market under the symbol “MARK”.

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~~We are also subject to~~Transfer Agent and Registrar

The transfer agent and registrar for the provisions of Section 203 of the Delaware General Corporation Law, which could prevent us from engaging in a “business combination” with a 15% or greater securityholder” for a period of three years from the date such person acquired that status unless appropriate board or securityholder approvals are obtained.common stock is Computershare LLC.

These provisions could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over the then current market price. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

LEGAL MATTERS

The validity of the ~~securities being~~shares of our common stock offered by this prospectus will be passed upon for us by ~~Greenberg Traurig,~~Olshan Frome Wolosky LLP, ~~of Atlanta, Georgia and for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.~~New York, New York.

EXPERTS

~~EXPERTS~~

~~The~~Cherry Bekaert LLP, our independent registered public accounting firm, has audited our consolidated financial statements contained in our Annual Report on Form 10-K, as ~~of December 31, 2011 and~~amended on April 7, 2014, for the year ended December 31, ~~2011~~2013, and the consolidated financial statements of Hotelmobi, Inc. contained in our Form 8-K/A filed with the SEC on July 18, 2014 and amended on July 23, 2014, which financial statements are incorporated by reference in this ~~Form S-3~~prospectus and elsewhere in this registration statement. Such financial statements are incorporated by reference ~~to the Annual Report on Form 10-K for the year ended December 31, 2011 have been so incorporated~~ in reliance on ~~the report of Cherry, Bekaert & Holland, L.L.P., an independent registered public accounting firm,~~their reports given ~~on the~~upon their authority ~~of said firm~~ as experts in auditing and accounting.

The financial statements as of December 31, 2010 and for the year ended December 31, 2010 incorporated in this Form S-3 by reference to the Annual Report on Form 10-K for the year ended December 31, 2011 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.INFORMATION INCORPORATED BY REFERENCE

~~WHERE YOU CAN FIND MORE INFORMATION~~

We ~~are subject to the informational requirements of the Securities Exchange Act of 1934 and we file reports and other information with the SEC.~~

~~You may read and copy any of the reports, statements, or other information we file~~have filed with the SEC at the SEC’s Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. Our SEC File Number for documents we filed under the Securities Exchange Act of 1934 is 001-09341.

Our web site address is www.remarkmedia.com. We have included our website address in this document as an inactive textual reference only, and the information contained in, or that can be accessed through, our website does not constitute part of this prospectus.

~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~

~~This prospectus constitutes a part of~~ a registration statement on Form S-3, ~~that we have filed with the SEC~~including exhibits and schedules, under the Securities Act with respect to the shares of ~~1933, as amended.~~our common stock to be sold pursuant to this prospectus. This prospectus does not contain all of the information ~~set forth~~contained in the registration ~~statement, certain parts of which are omitted in accordance~~statement. For additional information with respect to the ~~rules~~Company and ~~regulations of~~ the ~~SEC. For further information about us and our securities~~shares that may be sold pursuant to this prospectus, we refer you to the registration statement and the ~~accompanying~~ exhibits and ~~schedules. The~~schedules attached to the registration ~~statement may be inspected at the Public Reference Room maintained by the SEC at the address set forth in the first paragraph of this section.~~statement. Statements contained in this prospectus ~~regarding~~as to the contents of any contract, agreement or ~~any~~ other document ~~filed as an exhibit~~referred to are not necessarily complete. ~~In each instance, reference is made~~When we make such statements, we refer you to the ~~copy~~copies of ~~such contract~~the contracts or ~~document~~documents that are filed as ~~an exhibit~~exhibits to the registration statement ~~and each statement is~~because those statements are qualified in all respects by ~~that reference.~~reference to those exhibits.

~~We are incorporating~~The SEC allows us to incorporate by reference ~~certain~~information contained in documents we file with ~~the Securities and Exchange Commission,~~it, which means that we can disclose important information to you by referring you to those ~~documents. Any~~documents already on file with the SEC that contain that information. The information incorporated by reference is considered to be part of this prospectus, and later information that we ~~reference~~file with the SEC will automatically update and supersede this ~~way is considered part of this prospectus.~~

information. We incorporate by reference ~~into this prospectus~~ the documents listed below and any future ~~filings we make~~information filed (rather than furnished) with the SEC under ~~sections~~Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, ~~(i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii)~~as amended (the “Exchange Act”), between the date of this prospectus and the ~~date of the closing~~termination of the offering ~~other than~~of the securities covered by this prospectus, provided, however, that we are not incorporating any information furnished ~~pursuant to~~under any of Item 2.02 or ~~7.01 (including any financial statements or exhibits relating thereto furnished pursuant to~~ Item ~~9.01)~~7.01 of any Current Report on Form 8-K ~~unless expressly stated otherwise in~~(and exhibits filed on such ~~Current Report on Form 8-K, or any Audit Committee Report included in any proxy statement filed by us pursuant~~form that are related to Section 14 of the Securities Exchange Act of 1934. You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus.such items):

~~This prospectus incorporates by reference the documents listed below that we have filed with the SEC but have not been included or delivered with this prospectus:~~

Our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011,~~2013, filed with the SEC on March ~~22, 2012.~~31, 2014 and amended on April 7, 2014;

Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the SEC on May 15, 2014, the fiscal quarter ended June 30, 2014, filed with the SEC on August 14, 2014, and the fiscal quarter ended September 30, 2014, filed with the SEC on November 14, 2014;

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Our Current Reports on Form 8-K filed with the SEC on January ~~5, 2012,~~24, 2014, February 4, 2014, February 18, 2014, February 21, ~~2012, February 28, 2012~~2014, March 13, 2014, April 23, 2014, May 7, 2014 (as amended ~~by Form 8-K/A filed~~ on ~~February 28, 2012)~~July 18, 2014 and July 24, 2014), ~~February 28, 2012 (as amended by Form 8-K/A filed on February 28, 2012)~~May 22, 2014, and ~~March 8, 2012.~~November 17, 2014; and

The description of our common stock contained ~~or incorporated by reference~~ in our ~~registration statement~~Registration Statement on Form 8-A (Registration No. 001-33720) filed with the SEC on October 3, ~~2007.~~2007, including any amendments or reports filed for the purpose of updating such description.

Any statement contained herein or incorporated by reference in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this prospectusWHERE YOU CAN FIND MORE INFORMATION

We are subject to the ~~extent that~~informational requirements of the Exchange Act. In accordance with the Exchange Act, we file periodic reports, proxy and information statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. You may also request copies of such documents, upon payment of a ~~statement~~duplicating fee, by writing to the SEC at the same address. You may obtain further information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public over the Internet at the SEC’s website at www.sec.gov. You may also find documents we filed on our website at www.remarkmedia.com. Information contained ~~herein~~in or ~~in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall~~accessible through our website does not ~~be deemed, except as so modified or superseded, to~~ constitute a part of this prospectus.

~~You may~~Upon written or oral request, ~~and~~ we will provide at no cost to the requester a copy of all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may obtain copies of these documents from us, excluding the exhibits to such filings ~~to you~~which we have not specifically incorporated by reference in such filings, at no cost, by requesting them in writing or ~~telephoning us~~by telephone at ~~Remark Media, Inc., Six Concourse Parkway, Suite 1500, Atlanta, GA 30328, telephone number (770) 821-6670. Attention: Bradley T. Zimmer.~~the following address:

~~1,176,721 shares of Common Stock~~

Remark Media, Inc.

3930 Howard Hughes Parkway, Suite 400

~~Prospectus~~Las Vegas, Nevada 89169

Attention: Chief Financial Officer

~~________________, 2012~~(702) 701-9514

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4,384,616 Shares of Common stock

__________________________

PROSPECTUS

__________________________

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and ~~Distribution.~~Distribution.

The ~~expenses payable by~~following table sets forth the ~~Registrant~~approximate amount of expenses in connection with the ~~issuance and distribution~~offering of the securities being registered (other than brokerage commissions, discounts or other expenses relating to the sale of the securities by the selling security holder), all of which will be paid by the Company. With the exception of the SEC registration fee, all of the amounts shown are ~~as follows:~~

SEC Registration Fee
$ 774.05
Accounting Fees and Expenses $ 15,214.00
Legal Fees and Expenses $ 25,000.00
Miscellaneous Expenses $ –
Total $ 40,988.05
estimates.

SEC registration fee	$	2,471.04
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous		*
Total	$	*

* To be provided by amendment.

Item 15. Indemnification of Directors and ~~Officers.~~Officers.

Section 145 of the General Corporation Law of the State of Delaware (“GCL”) provides for the indemnification of officers and directors under certain circumstances against expenses incurred in successfully defending against a claim and authorizes Delaware corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director.

Section 102(b) of the GCL permits a corporation, by so providing in its certificate of incorporation, to eliminate or limit director’s liability to the corporation and its shareholders for monetary damages arising out of certain alleged breaches of their fiduciary duty. Section 102(b)(7) of the GCLOur Charter provides that, no such limitation of liability may affect a director’s liability with respect to any of the following: (i) breaches of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not made in good faith or which involve intentional misconduct of knowing violations of law; (iii) liability for dividends paid or stock repurchased or redeemed in violation of the GCL; or (iv) any transaction from which the director derived an improper personal benefit. Section 102(b)(7) does not authorize any limitation on the ability of the corporation or its shareholders to obtain injunctive relief, specific performance or other equitable relief against directors.

~~Article VII of the registrant’s Certificate of Incorporation and the registrant’s By-laws provide for indemnification~~ to the fullest extent permitted ~~or authorized~~ by the ~~GCL~~DGCL, our directors shall not be personally liable to us or ~~judicial or administrative decisions~~our stockholders for monetary damages for breach of ~~each~~fiduciary duty as a director. Each of our Charter and Bylaws also provide as follows:

(a) The Company shall indemnify any person who was or is a party or is threatened to be made a party ~~or was, or is a witness,~~ to any threatened, pending or completed action, suit or proceeding, ~~against any liability~~whether civil, criminal, administrative or ~~cost~~investigative (other than an action by or ~~expense asserted against him or incurred by him~~in the right of the Company) by reason of the fact that hethe person is or was ~~shall~~ a director, officer, or employee ~~of the registrant~~ or ~~is or was an~~ agent of the ~~registrant to whom the registrant has agreed to grant such indemnity~~Company, or is ~~serving~~ or was serving at the ~~registrant’s~~ request as an officer , director or employee of another entity or is serving as an agent of another entity to whom the registrant has agreed to grant indemnity. The foregoing right of indemnification shall not be deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise.

~~Article VII~~ of the registrant’s Certificate of Incorporation provides that no director of the registrant shall be personally liable to the registrant or its stockholders for any monetary damages for breaches of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the GCL; or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has entered into indemnification agreements with each of its directors and officers. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect of indemnification. The indemnification agreements provided that the registrant will pay certain amounts incurred in connection with any action, suit, investigation or proceeding arising out of or relating to the performance of services by the director or officer, or by actingCompany as a director, officer, employee or ~~employee.~~agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The ~~registrant’s Certificate~~termination of ~~Incorporation~~any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and ~~by-laws provide similar~~in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for ~~directors and officers.~~such expenses which the Court of Chancery or such other court shall deem proper.

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~~Insofar as indemnification for liabilities arising under~~(c) To the ~~Securities Act of 1933 may be permitted to directors, officers and controlling persons~~extent that a present or former director or officer of the ~~registrant pursuant to~~Company has been successful on the ~~foregoing provisions~~merits or otherwise in defense of any action, suit or proceeding referred to in sections (a) and (b) above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under sections (a) and (b) above (unless ordered by a court) shall be made by the ~~registrant has been advised that~~Company only as authorized in the ~~opinion~~specific case upon a determination that indemnification of the ~~Securities and Exchange Commission such indemnification~~present or former director, officer, employee or agent is ~~against public policy as expressed~~proper in the ~~Securities Act~~circumstances because the person has met the applicable standard of conduct set forth in sections (a) and (b) above. Such determination shall be made, with respect to a person who is ~~therefore, unenforceable.~~a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Company.

We have obtained liability insurance covering our directors and executive officers for claims asserted against them or incurred by them in such capacity.

Item 16. ~~Exhibits.~~Exhibits.

Exhibit

Number

Description of Document

Registrant’s

Form

Dated

Exhibit

Number

Filed Herewith

Description of Document

Form

Dated

Exhibit Number

Filed Herewith

3.1

Second Restated Certificate of Incorporation of Remark Media, Inc.

10-K

3/21/12

3.1

Second Restated Certificate of Incorporation

10-K

3/23/2012

3.1

3.2

Second Amended and Restated Bylaws of HSW International, Inc. (now known as Remark Media, Inc.)

8-K

12/18/07

3.2

Second Amended and Restated Bylaws

8-K

12/18/2007

3.2

3.3

Amendment No. 1 to Second Amended and Restated Bylaws

8-K

2/21/2014

3.1

4.1

Specimen certificate of common stock of Remark Media, Inc.

10-K

3/22/12

4.1

Specimen certificate of common stock of Remark Media, Inc.

10-K

3/23/2012

4.1

4.2

HSW International 2006 Equity Incentive Plan

S-8

11/05/07

4.2

Registration Rights Agreement, dated as of November 17, 2014, by and between Remark Media, Inc. and Discover Growth Fund

8-K

11/17/2014

10.2

4.3

HSW International, Inc. 2010 Equity Plan

8-K

6/21/10

10.34

Certificate of Designations of Series A Preferred Stock

(1)

4.4

Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) , HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007

8-K

10/09/07

10.6

4.5

Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) and American investors dated as of October 2, 2007

8-K

10/09/07

10.5

4.6**

Affiliate Registration Rights Agreement dated as of October 2, 2007

8-K

10/09/07

10.7

4.7

Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC

8-K

3/10/11

4.6

4.8

Form of Warrant to Purchase Common Stock dated February 27, 2012 issued to investors

8-K

2/28/12

4.1

4.9

Warrant to Purchase Common Stock dated February 27, 2012 issued to Janney Montgomery Scott LLC

8-K

2/28/12

4.2

4.10

Registration Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein

8-K

2/28/12

10.2

5.1

Opinion of Greenberg Traurig LLP

Opinion of Olshan Frome Wolosky LLP

(1)

10.1

Purchase Agreement dated February 27, 2012 among Remark Media, Inc. and the investors named therein

8-K

2/28/12

10.1

Stock Purchase Agreement, dated as of November 17, 2014, by and between Remark Media, Inc. and Discover Growth Fund

8-K

11/17/2014

10.1

23.1

Consent of PricewaterhouseCoopers LLP

Consent of Cherry Bekaert LLP

23.2

Consent of Cherry, Bekaert & Holland, L.L.P.

Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1)

(1)

23.3

Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)

24.1

Power of Attorney (included on the signature page of the Registration Statement)

Power of Attorney (included on the signature page hereto)

(1) To be filed by amendment.

**Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A)

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Table of ~~Regulation S-K~~Contents

Item 17. ~~Undertakings~~Undertakings.

(a) The undersigned registrant hereby undertakes:

~~(a)~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) toTo include any prospectus required by Section 10(a)(3) of the Securities ~~Act of 1933;~~Act;

(ii) toTo reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than ~~20 percent~~a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) toTo include ~~any~~ material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration ~~statement;~~statement.

~~provided,~~Provided however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the ~~SEC~~Commission by the ~~Registrant~~registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

~~(b)~~(2) That, for the purpose of determining ~~any~~ liability under the Securities Act, ~~of 1933,~~ each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~(c)~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~(d)~~(5) That, for the purpose of determining liability under the Securities Act ~~of 1933~~ to any ~~purchaser:~~

~~(i) If the Registrant is relying on Rule 430B:~~

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser, with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~(e) If the Registrant is subject to Rule 430C,~~ each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be a part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or

deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~(f) That, for the purpose~~

II-3

Table of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:Contents

~~a. Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;~~

~~b. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;~~

c. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

~~d. Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.~~

(b) The undersigned ~~Registrant~~registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of ~~the Registrant’s~~our annual report pursuant to Section 13(a) or Section 15(d) of the ~~Securities~~ Exchange Act (and, where applicable, each filing of ~~1934~~an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933~~ may be permitted to directors, officers orand controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the ~~Securities and Exchange Commission~~SEC such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the ~~Securities~~ Act and will be governed by the final adjudication of such issue.

30II-4

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Atlanta,~~Las Vegas, State of ~~Georgia,~~Nevada on ~~March 22, 2012.~~the 3rd day of December, 2014.

REMARK MEDIA, INC.

By:	/s/ ~~Bradley T. Zimmer~~		Kai-Shing Tao
	~~Bradley T. Zimmer~~Name:	Kai-Shing Tao
	Title:	Chief ~~Operating~~Executive Officer ~~& General Counsel~~
		and Chairman of the Board

Each person whose signature appears below authorizes each of Bradley T. Zimmer and Carrie B. Ferman, or either of them acting individually, as his or her true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form S-3 of Remark Media, Inc., including any and all pre-effective and post-effective amendments, in the name and on behalf of each such person, individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following ~~person~~persons in the capacities and on the dates indicated.

Signature		Title		Date

/s/ ~~Scott Booth~~Kai-Shing Tao ~~Scott Booth~~		Chief Executive Officer and Chairman of the Board ~~and Director~~(Principal Executive Officer)	December 3, 2014
Kai-Shing Tao			December 3, 2014	~~March 22, 2012~~

/s/ ~~Carrie B. Ferman~~Douglas M. Osrow ~~Carrie B. Ferman~~		Chief ~~Executive~~Financial Officer (Principal ~~Executive Officer, Principal~~ Financial ~~Officer~~ and ~~Principal~~ Accounting Officer)		~~March 22, 2012~~December 3, 2014
Douglas M. Osrow

/s/ Theodore P. Botts ~~Theodore P. Botts~~		Director and Chairman of the Audit Committee	December 3, 2014
Theodore P. Botts		Director and Chairman of the Audit Committee	December 3, 2014	~~March 22, 2012~~

~~/s/~~ ~~Gregory M. Swayne~~ ~~Gregory M. Swayne~~		Director and Chairman of the Compensation Committee
~~March 22, 2012~~Robert G. Goldstein		Director and Chairman of the Compensation Committee

/s/ ~~Kai-Shing Tao~~William W. Grounds		Director and Chairman of the Nominating and Governance Committee	December 3, 2014
William W. Grounds			December 3, 2014

~~Kai-Shing Tao~~ /s/ Jason E. Strauss		Director	December 3, 2014
Jason E. Strauss	~~March 22, 2012~~	Director	December 3, 2014

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Table of Contents

EXHIBIT INDEX

Exhibit Number	Description of Document	Form	Dated	Exhibit Number	Filed Herewith

3.1	Second Restated Certificate of Incorporation	10-K	3/23/2012	3.1

3.2	Second Amended and Restated Bylaws	8-K	12/18/2007	3.2

3.3	Amendment No. 1 to Second Amended and Restated Bylaws	8-K	2/21/2014	3.1

4.1	Specimen certificate of common stock of Remark Media, Inc.	10-K	3/23/2012	4.1

4.2	Registration Rights Agreement, dated as of November 17, 2014, by and between Remark Media, Inc. and Discover Growth Fund	8-K	11/17/2014	10.2

4.3	Certificate of Designations of Series A Preferred Stock				(1)

5.1	Opinion of Olshan Frome Wolosky LLP				(1)

10.1	Stock Purchase Agreement, dated as of November 17, 2014, by and between Remark Media, Inc. and Discover Growth Fund	8-K	11/17/2014	10.1

23.1	Consent of Cherry Bekaert LLP				X

23.2	Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1)				(1)

24.1	Power of Attorney (included on the signature page hereto)				X

(1) To be filed by amendment.

II-6

Delaware	~~33-1135689~~
(State or ~~other jurisdiction~~Other Jurisdiction of Incorporation or ~~organization)~~Organization)	4899 (Primary Standard Industrial Classification Code Number)	33-1135689 (I.R.S. Employer Identification ~~No.)~~Number)

Large accelerated filero	¨	Accelerated filer	¨o
Non-accelerated filer	¨o (Do not check if a smaller reporting company)	Smaller reporting company	þx

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.01 per share	1,176,721	$5.74	$6,754,378.54	$774.05

Title of Shares to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price(2)	Propose Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.001 per share	4,384,616(3)	$4.85	$21,265,387.60	$2,471.04

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell ~~these securities or accept an offer to buy~~ these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	DATED DECEMBER 4, 2014

~~PROSPECTUS SUMMARY~~	1

~~THE OFFERING~~	4

~~RISK FACTORS~~	4

~~FORWARD-LOOKING STATEMENTS~~	18

~~USE OF PROCEEDS~~	18

~~SELLING STOCKHOLDERS~~	19

~~PLAN OF DISTRIBUTION~~	21

~~DESCRIPTION OF COMMON STOCK~~	23

~~LEGAL MATTERS~~	24

~~EXPERTS~~	24

~~WHERE YOU CAN FIND MORE INFORMATION~~	24

~~INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE~~	24

~~INFORMATION NOT REQUIRED IN PROSPECTUS~~	27

~~SIGNATURES~~	31

Prospectus Summary	1
Risk Factors	5
Special Note Regarding Forward-Looking Statements	7
Use of Proceeds	8
Selling Stockholder	8
Plan of Distribution	10
Description of Capital Stock	12
Legal Matters	17
Experts	17
Information Incorporated By Reference	17
Where You Can Find More Information	18


Common stock ~~covered by this prospectus:~~outstanding prior to the offering	~~1,176,721~~12,852,255 shares

Common stock ~~outstanding immediately prior to this offering:~~	~~6,367,072 shares as of~~that may be offered by the ~~date of this Prospectus~~
~~Common stock outstanding after this offering (assuming full exercise of the Warrants):~~ selling stockholder	~~6,603,266~~4,384,616 shares, consisting of (i) up to 384,616 shares of common stock issuable upon the conversion or redemption of 250 shares of Series A Preferred Stock issuable to the selling stockholder under ~~(1)~~the terms of the Purchase Agreement and (ii) up to 4,000,000 shares of common stock that may be issued, at our sole and absolute discretion, in payment of dividends and any Embedded Derivative Liability on such shares of Series A Preferred Stock.

Use of ~~proceeds:~~proceeds	We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale ~~or other disposition~~ of ~~the~~ shares of our common stock ~~covered hereby. However, to~~by the ~~extent that the Warrants are exercised for cash, we will receive proceeds from any exercise of the Warrants up to an aggregate of $1,608,481.~~selling stockholder. We ~~intend~~expect to use any such proceeds ~~received from the exercise of the Warrants~~ for ~~working capital and other~~ general corporate purposes.

NASDAQ ~~Capital Market symbol:~~Symbol	MARK

Risk ~~factors:~~Factors	~~The securities offered by this prospectus are speculative and involve~~Investing in our common stock involves a high degree of ~~risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment.~~risk. See “Risk Factors” beginning on page 45 for a discussion of ~~this prospectus.~~ information that should be considered before investing in our common stock.

	Shares of Common Stock Beneficially Owned Prior to Offering	Maximum Number of Shares to be Sold	Shares of Common Stock Beneficially Owned After Offering	Percentage Ownership After Offering
Special Situations Technology Fund II, L.P. (1)(2)	355,556	444,445	0	0
Special Situations Private Equity Fund, L.P. (1)(3)	166,666	208,333	0	0
Special Situations Technology Fund, L.P. (1)(4)	66,666	83,332	0	0
Cowen Overseas Investment LP (5)	88,889	111,111	0	0
Capital Ventures International (6)	61,111	76,389	0	0
Steven Gersten (7)	55,556	69,445	0	0
JEB Partners, L.P. (8)	55,555	69,444	0	0

Steve Epstein (9)	44,445	55,556	0	0
Plough Penny Partners LP (10)	22,222	27,777	0	0
Cobrador Multi Strategy Partners, LP (110)	17,000	17,000	4,250	*
Iroquois Master Fund Ltd. (12)	11,111	13,889	0	0

SEC Registration Fee	$	774.05
Accounting Fees and Expenses	$	15,214.00
Legal Fees and Expenses	$	25,000.00
Miscellaneous Expenses	$	–
Total	$	40,988.05