UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

ofDecember 1, ~~the~~2015 ~~Securities Exchange Act of 1934~~

October 22, 2015

Date of Report (Date of earliest event reported)

LOCAL CORPORATION

(Exact name of registrant as specified in its charter)

~~Delaware~~	~~001-34197~~Delaware	33001-~~0849123~~34197	33-0849123
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
	(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~7555~~P.O. ~~Irvine~~Box ~~Center~~50700 ~~Drive~~

Irvine, ~~California~~CA ~~92618~~92619

(Address of principal executive offices, zip code)

(949) 784-0800

(Registrant’s telephone number, including area code)

~~N/A~~7555 Irvine Center Drive

Irvine, California 92618

(Former name or former address, if changed since last report)

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

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 72.01 ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets.

AsSale ~~previously announced, on June 23, 2015, Local Corporation (the “Registrant” or the “Debtor”) filed a voluntary petition in the United States Bankruptcy Court for the Central District~~ of ~~California~~Substantially ~~(the~~All ~~“Bankruptcy~~Assets ~~Court”)~~to ~~for reorganization relief (“Reorganization”) under Chapter 11 of title 11 of the United States Code, U~~Media.~~S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”).~~ Net

On ~~October~~December 221, 2015, Local Corporation (the ~~Debtor~~“Registrant”) ~~filed~~entered ~~its~~into ~~monthly~~an ~~operating~~Asset ~~report~~Purchase ~~for~~Agreement dated December 1, 2015 (the “Agreement”) ~~period~~by and between the Registrant and Media.net Advertising FZ-LLC, a limited liability company organized in the Dubai Internet City Free Zone of ~~September~~the ~~2015~~United Arab Emirates (the “~~Monthly Operating Report~~Buyer”), ~~with~~pursuant to which the ~~Bankruptcy~~Registrant sold ~~Court~~substantially all of the assets of the Registrant to Buyer. The Closing Date for the transaction is December 1, 2015. The ~~Monthly~~description ~~Operating~~of ~~Report~~the Agreement contained herein is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 99 10.1. The consideration for the assets sold is $3,120,000 (the “Purchase Price”), subject to offsets for assumed liabilities and the payment of certain cure costs totaling $455,000 and any subsequent claims against escrow, if any. The Registrant received consideration of $2,808,000 in cash at the closing of the transaction. An additional $312,000 is being held in escrow for a period of six months in the event certain indemnification claims are asserted against the Registrant. The assets sold include the Registrant’s O&O Business, Network Business, Krillion assets and nQuery Business.

~~Cautionary~~The ~~Statement~~Agreement ~~Regarding~~contains representations and warranties of the ~~Monthly~~parties ~~Operating~~that ~~Report~~are customary for a transaction of this type, which generally survive after the closing date. The representations and warranties of the Registrant are qualified by information contained in confidential disclosure schedules that the Registrant provided to Buyer in connection with the execution of the Agreement. The Registrant agreed to defend, indemnify and hold harmless the Buyer from and against certain losses arising out of or resulting from (i) a breach of any representation or warranty made by Registrant in the Agreement, the disclosure letter, or certain of the closing documents, (ii) any breach of any covenant or obligation of Registrant in the Agreement or certain of the closing documents, and (iii) any retained liabilities, as such term is defined in the Agreement, among other things.

The ~~Company~~sale ~~cautions~~of ~~investors~~substantially ~~and~~all ~~potential~~of ~~investors~~the ~~not~~assets toof ~~place undue reliance upon~~ the ~~information~~Registrant ~~contained~~pursuant into the ~~Monthly~~Agreement ~~Operating Report, which~~ was ~~not~~ ~~prepared~~authorized ~~for~~pursuant ~~the purpose of providing the basis for an investment decision relating~~ to ~~any of~~ the ~~securities~~order of the ~~Company.~~United ~~The~~States ~~Monthly~~Bankruptcy Court ~~Operating Report is limited in scope and has been prepared solely~~ for the ~~purpose~~Central ofDistrict ~~complying with requirements~~ of California (the “Bankruptcy Court.”) ~~The~~on ~~Monthly~~November 19, ~~Operating~~2015. ~~Report~~Following ~~was~~the ~~not~~closing ~~reviewed~~of bythe ~~independent accountants~~transaction, isthe inRegistrant ahas ~~format~~ceased ~~prescribed~~all byoperations ~~applicable~~and ~~bankruptcy~~has ~~laws,~~terminated ~~and~~all isbut ~~subject~~one toof ~~future~~its ~~adjustment~~employees. The Registrant ~~financial~~will ~~statements~~now inmove ~~the~~forward ~~Monthly Operating~~with ~~Report~~winding ~~are~~down ~~not~~and ~~prepared~~dissolving in accordance with ~~accounting~~applicable principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosureslaw. ~~The~~ ~~Monthly~~In ~~Operating~~light ~~Report~~of ~~also contains information for periods that are shorter or otherwise different from~~ the ~~historical~~Purchase ~~periods~~Price ~~required in the Company’s reports pursuant to the Securities Exchange Act of 1934~~paid, asthere ~~amended~~will ~~(the~~be ~~“Exchange~~no ~~Act”),~~will ~~and~~recovery ~~such~~by ~~information might not be indicative of~~ the ~~Company~~Registrant’s ~~financial~~stockholders ~~condition~~after orpayment ~~operating~~to ~~results for a period that would be reflected in~~ the ~~Company~~Registrant’s ~~financial statements or in its~~ ~~reports pursuant to the Exchange Act~~creditors. ~~Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.~~

Cautionary Statements Regarding the Reorganization

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Case. At present, the Company does not expect that it will have any assets to deliver to the holders of the Company’s Common Stock, $0.00001 par value, following completion of the sale process based on current indications of interest and the total amount of debt owed by the Company. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company’s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto (collectively, this “Current Report”) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Reorganization on the Company’s liquidity or results of operations, changes in the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s wind-down of its affairs, the outcome or timing of the Chapter 11 process, the effect of the proceedings that may be brought by third parties in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing or amount of any distributions to the Company’s stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could

cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

The information contained in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report is not incorporated by reference into any filings of Local Corporation made under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 9910.1 ~~Monthly~~Asset ~~Operating~~Purchase ~~Report~~Agreement by and between the Registrant and Media.net Advertising FZ-LLC, dated ~~October~~December 221, 2015.

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.

Exhibit Index

Exhibit Number		Description
99.1		Monthly Operating Report dated October 22, 2015.
Exhibit 10.1		Asset Purchase Agreement by and between the Registrant and Media.net Advertising FZ-LLC, dated December 1, 2015.

LOCAL CORPORATION

Date: October 28, 2015

/s/ Kenneth S. Cragun

Date: December 2, 2015

/s/ Kenneth S. Cragun

Kenneth S. Cragun

Chief Financial Officer

Chief Financial Officer and Secretary

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