UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF THE

~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~June~~ 5June 27, 2012

Banks.com, Inc. ~~(Exact name of registrant as specified in its charter)~~

Florida	001-33074	55-3234205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

(Exact Name of Registrant as Specified in Charter)

425 Market Street, Suite 2200, San Francisco, CA 94105 (Address of principal executive offices) (Zip Code)

Florida

001-33074

59-3234205

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~Registrant’s~~425 ~~telephone~~Market ~~number~~Street, ~~including~~Suite ~~area~~2200 ~~code (415) 962-9700~~

San Francisco, CA 94105

(Address of Principal Executive Offices, including Zip Code)

(415) 962-9700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~¨ ~~1.01. Entry~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Amendment~~¨ Pre-commencement communications pursuant to ~~Agreement~~Rule ~~and~~14d-2(b) ~~Plan~~under ofthe ~~Merger~~Exchange Act (17 CFR 240.14d-2(b))

As¨ ~~previously disclosed in a Current Report on Form 8~~Pre-Kcommencement ~~filed~~communications onpursuant ~~February~~to ~~28,~~Rule ~~2012, on February 26, 2012, Banks.com, Inc.~~ 13e-4(~~“Banks.com”~~c) ~~entered~~under ~~into an Agreement and Plan of Merger (~~the ~~“Merger~~Exchange ~~Agreement”)~~Act ~~with Remark Media, Inc., a Delaware corporation~~ (~~“Remark~~17 ~~Media”),~~CFR ~~and Remark Florida, Inc~~240.~~, a Florida corporation and wholly owned subsidiary of Remark Media~~ 13e-4(~~“Merger Sub”~~c)~~. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Remark Media will acquire Banks.com through the merger (the “Merger”~~) ~~of Merger Sub with and into Banks.com, with Banks.com surviving the Merger as a wholly owned subsidiary of Remark Media.~~

~~Pursuant~~Item ~~to the terms of the Merger Agreement, if the Merger had not closed by May 31, 2012, either Remark Media or Banks.com had the right to terminate the Merger Agreement. On June~~ 5~~, 2012, Banks~~.~~com,~~07 ~~Remark~~Submission ~~Media~~of ~~and~~Matters ~~Merger Sub entered into Amendment No. 1~~ to ~~the~~a ~~Agreement~~Vote ~~and Plan~~ of ~~Merger~~Security ~~(the “Amendment”) pursuant to which the parties agreed to extend such date to June 30, 2012~~Holders. ~~If the Merger is not closed by such date, either Remark Media or Banks. com will once again have the right to terminate the Merger Agreement.~~

InOn ~~connection~~June 27, ~~with~~2012, ~~such Amendment~~Banks.com, ~~each~~Inc. (the “Company”) held a Special Meeting of Shareholders (the ~~principal~~“Special ~~shareholders~~Meeting”) to consider and vote on a proposal to (1) adopt the Agreement and Plan of ~~Banks.com~~Merger ~~executed~~dated ~~new~~as ~~Stockholders’~~of ~~Support~~February 26, ~~Agreements~~2012, ~~effective~~as ~~June~~amended June 5, 2012~~. Such~~ ~~new~~(the ~~agreements~~“Merger ~~extended~~Agreement”), by and among the ~~date~~Company, ~~through~~Remark ~~which~~Media, ~~these~~Inc. ~~shareholders~~(“Remark ~~agreed~~Media”) toand ~~vote~~Remark ~~their~~Florida, ~~shares~~Inc. (“Merger Sub”), a direct wholly-owned subsidiary of ~~Banks.com~~Remark ~~common~~Media, ~~and~~pursuant ~~preferred~~to ~~stock~~which inMerger ~~favor~~Sub ofwill merge with and into the Company (the “Merger”) toand ~~June~~the 30Company will survive the merger as a wholly-owned subsidiary of Remark Media, ~~2012. There~~and ~~were~~(2) approve nothe Merger ~~further~~and ~~changes~~other totransactions ~~such~~contemplated ~~agreements~~by the Merger Agreement.

~~ADDITIONAL~~At ~~INFORMATION~~the ~~AND~~close ~~WHERE~~of TObusiness ~~FIND~~on ITthe record date, April 20, 2012, the Company had 26,003,009 shares of common stock and 3,000,000 shares of preferred stock outstanding and entitled to vote.

InAt ~~connection with~~ the ~~pending~~Special ~~transaction between Banks.com and Remark Media~~Meeting, ~~described in this Current Report on Form 8-K, Remark Media has filed with~~ the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Reg No. 333-180570) that includes a proxy statement of Banks.com that also constitutes a prospectus of Remark Media. Banks.com will mail the definitive proxy statement/prospectus to its shareholders. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PENDING TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Banks.com and Remark with the SEC at the SECCompany’s ~~website~~shareholders atvoted www.sec.gov. The proxy statement/prospectus (when available) and the other documents filed by Banks.com with the SEC may also be obtained for free by accessing Banks.com’s website at www.banks.com/corp and clicking on the ~~“Investor~~following: ~~Relations” link and then clicking on the link for “SEC Filings.”~~

~~PARTICIPANTS~~1. INApproval ~~SOLICITATION~~of the Merger Agreement and the Merger:

Banks.com and its respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders of Banks.com in favor of the pending transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the pending transaction will be set forth in the definitive proxy statement/prospectus filed with the SEC. You can find information about Banks.com’s executive officers and directors in its definitive proxy statement filed with the SEC on April 29, 2011.

Number of Common

Votes For

Number of Common

Votes Against

Abstentions

Broker Non-Votes

14,975,797

144,630

8,239

Forward-Looking Statements

Number of Preferred

Votes For

Number of Preferred

Votes Against

Abstentions

Broker Non-Votes

3,000,000

~~Statements~~2 that describe the objectives, expectations, plans or goals of Banks.com, Remark Media or Merger Sub (including, without limitation, their expectations with respect to the timing of the closing of the Merger) are forward-looking statements. Forward looking-statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. In addition, the Merger is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the Merger Agreement. We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from our forward-looking statements may appear in Banks.com’s or Remark Media’s public filings with the SEC, which are available at www.sec.gov, and which you are advised to consult.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

2.1 Amendment No. 1 to Agreement and Plan of Merger among Remark Media, Inc., Remark Florida, Inc. and Banks.com, Inc. dated June 5, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Remark Media, Inc.

~~Date: June~~3 ~~6, 2012 By: /s/ Daniel O’Donnell~~

Name: Daniel O’ Donnell

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description

2.1 Amendment No. 1 to Agreement and Plan of Merger among Remark Media, Inc., Remark Florida, Inc. and Banks.com, Inc. dated June 5, 2012

Banks.com, Inc.

Date: June 28, 2012

/s/ Daniel O’ Donnell

Daniel O’ Donnell

Chief Executive Officer

Filing Compare · Banks.com, Inc.