UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): January 2,
2014
YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
001-35561 |
20-1778374 |
(State or other jurisdiction of
incorporation) |
(Commission File Number)
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(IRS Employer ID Number)
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27 Union Square, West Suite 502
New York, New York
10003
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
212-206-1216
Not Applicable
(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 registrant 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 1.01 |
Entry into a Material Definitive
Agreement. |
Amendment No. 5 to McMahon Note
On May 10, 2012, at the Companys request, Mr. McMahon made a
loan to the Company in the amount of $3,000,000. In consideration for the loan,
the Company issued a convertible note to Mr. McMahon in the principal amount of
$3,000,000, as amended on May 18, 2012, October 19, 2012, May 10, 2013 and
January 31, 2014 (as amended, restated, supplemented or otherwise modified from
time to time, including without limitation that certain Waiver concerning
provisions of the convertible note between the Company and Mr. McMahon, dated
November 4, 2013, the "McMahon Note").
Effective on December 30, 2014, the Company and Mr. McMahon
entered into Amendment No. 5 to the McMahon Note pursuant to which the maturity
date of the McMahon Note, which was December 31, 2014, is now extended to be
December 31, 2016.
The foregoing description of Amendment No. 5 to the McMahon
Note is qualified in its entirety by reference to the actual Amendment No. 5 to
the McMahon Note, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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YOU ON DEMAND
HOLDINGS, INC. |
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By: |
/s/ Weicheng
Liu |
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Name: Weicheng Liu |
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Title: Chief Executive Officer |
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Date: January 2, 2015 |
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Exhibit 10.1
YOU ON DEMAND HOLDINGS, INC.
AMENDMENT NO. 5 TO
CONVERTIBLE PROMISSORY NOTE
This AMENDMENT
NO. 5 TO CONVERTIBLE PROMISSORY NOTE (the Amendment), effective as of
December 30, 2014 (the Effective Date), is by and among YOU ON DEMAND
HOLDINGS, INC., a Nevada corporation (the Company), and SHANE MCMAHON
(the Payee).
WHEREAS, the Company
and the Payee are parties to that certain Convertible Promissory Note of the
Company, dated as of May 10, 2012, as amended as of May 18, 2012, as of October
19, 2012, as of May 10, 2013, and as of January 31, 2014, in principal amount of
$3,000,000.00 (the Note); and
WHEREAS, the Company
and the Payee desire to amend the Note as provided herein;
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. |
Effective as of the Effective Date, Section
2(a) of the Note shall be deleted in its entirety and, in lieu
thereof, the following new Section 2(a) is inserted:
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Payments.
Unless earlier converted pursuant to Section 3, the Principal Amount and
all accrued interest on this Note shall be due and payable to Payee, by wire
transfer of immediately available Funds, upon written demand by the Payee at any
time following the date of the closing of the Series E Financing, pursuant to
that certain Series E Preferred Stock Purchase Agreement, dated as of January
31, 2014, by and between the Company, C Media Limited and certain other
purchasers party thereto (the Series E Purchase Agreement), through
December 31, 2016 (the Maturity Date), provided, however, that upon
written demand by the Payee, the net proceeds of any financing of equity or
equity-linked securities of the Company occurring on or before such date will be
used to repay the Note until the full amount of the Note, and all accrued
interest on the Note, is repaid.
2. |
Except as expressly amended by this Amendment,
the terms and conditions of the Note are hereby confirmed and shall remain
in full force and effect without impairment or modification.
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3. |
This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New
York. |
4. |
This Amendment may be executed electronically via email
or facsimile and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties
hereto have executed this Amendment effective as of the day and year first above
written.
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YOU ON DEMAND HOLDINGS, INC. |
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By: /s/ Weicheng
Liu
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Name:
Weicheng Liu |
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Title: Chief
Executive Officer |
[Signature
Page to Shane McMahon Promissory Note Amendment]
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SHANE MCMAHON |
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/s/ Shane
McMahon
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Shane McMahon |
[Signature Page to Shane McMahon Promissory Note Amendment]
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