Filed by Remark Media, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Banks.com, Inc. Commission File No. 001-33074

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): ~~May~~June 155, 2012

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

Delaware	001-33720	33-1135689
Florida	001-33074	55-3234205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

~~Six~~425 ~~Concourse~~Market ~~Parkway~~Street, Suite ~~1500~~2200, ~~Atlanta~~San Francisco, ~~Georgia~~CA ~~30328~~94105 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (~~770~~415) ~~821~~962-~~6670~~9700

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:

x□ 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 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnAmendment ~~May~~to ~~15,~~Agreement ~~2012, Remark Media (the “Company”) issued a press release announcing its first quarter financial results, principal transactions during such quarter,~~ and ~~that~~Plan ~~a conference call would be held at 9:30 am on May 16, 2012, to discuss the same. A copy~~ of ~~the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.~~Merger

~~The~~As ~~information~~previously disclosed in ~~this~~a ~~Item~~Current ~~2.02~~Report ~~shall~~on ~~not~~Form be8-K ~~deemed~~filed on February 28, 2012, on February 26, 2012, Banks.com, Inc. (“~~filed~~Banks.com”) ~~for~~entered ~~purposes~~into ofan ~~Section~~Agreement 18and Plan of Merger (the ~~Securities~~“Merger ~~Exchange~~Agreement”) ~~Act~~with ofRemark ~~1934~~Media, ~~nor~~Inc., ~~shall~~a itDelaware becorporation ~~deemed~~(“Remark ~~incorporated~~Media”), byand ~~reference~~Remark inFlorida, ~~any~~Inc., a ~~Company~~Florida ~~filing~~corporation ~~under~~and ~~the~~wholly ~~Securities~~owned ~~Act~~subsidiary of ~~1933,~~Remark ~~except~~Media as(“Merger ~~shall~~Sub”). Pursuant beto ~~expressly~~the Merger Agreement and subject to the conditions set forth bytherein, ~~specific~~Remark ~~reference~~Media inwill ~~such~~acquire ~~filing~~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.

~~Item~~Pursuant 7to the terms of the Merger Agreement, if the Merger had not closed by May 31, 2012, either Remark Media or Banks.01com had the right to terminate the Merger Agreement. ~~Regulation~~ On FDJune ~~Disclosure~~5, 2012, Banks.com, Remark Media and Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”) pursuant to which the parties agreed to extend such date to June 30, 2012. 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.

OnIn ~~May~~connection ~~16,~~with ~~2012~~such Amendment, each of the ~~Company~~principal ~~held~~shareholders aof ~~conference~~Banks.com ~~call~~executed ~~and~~new ~~posted~~Stockholders’ ~~the~~Support ~~transcript~~Agreements ofeffective June 5, 2012. Such new agreements extended the ~~call~~date onthrough ~~its~~which ~~website~~these atshareholders ~~www~~agreed to vote their shares of Banks.~~remarkmedia.~~com~~. A~~ ~~copy~~common and preferred stock in favor of the ~~transcript~~Merger isto ~~attached~~June ~~hereto~~30, as2012. There ~~Exhibit~~were ~~99.2~~no ~~and~~further ~~incorporated~~changes ~~herein~~to bysuch ~~reference~~agreements.

~~The~~ADDITIONAL ~~information~~INFORMATION inAND ~~this~~WHERE ~~Item~~TO ~~7.01~~FIND shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.IT

~~Where~~In connection with the pending transaction between Banks.com and Remark Media, 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 ~~Can~~may ~~Find~~obtain ~~Additional~~a ~~Information~~free copy of the proxy statement/prospectus (when available) and other related documents filed by Banks.com and Remark with the SEC at the SEC’s website at 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 Relations” link and then clicking on the link for “SEC Filings.”

InPARTICIPANTS ~~connection~~IN with the proposed merger between Banks.com, Inc. and Remark Florida, Inc., Remark Media has filed a registration statement/proxy statement with the SEC. REMARK MEDIA URGES INVESTORS TO READ THE REGISTRATION STATEMENT/PROXY STATEMENT CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT REMARK MEDIA, BANKS.COM AND THE PROPOSED TRANSACTION. Investors may obtain free copies of the registration statement/proxy statement as well as other filed documents containing information about Remark Media at http://www.sec.gov, the SEC's free internet site.SOLICITATION

~~Remark~~Banks.com ~~Media~~ and its respective directors, executive officers and ~~directors~~certain ~~may~~other bemembers ~~deemed,~~of ~~under~~management ~~SEC~~and ~~rules,~~employees may be deemed to be participants in the solicitation of proxies from shareholders of Banks.com’s ~~shareholders~~in ~~with~~favor ~~respect~~of to the ~~proposed~~pending transaction. Information regarding the ~~officers~~persons ~~and~~who ~~directors~~may, under the rules of ~~Remark~~the ~~Media~~SEC, isbe ~~included~~considered participants in ~~its~~the ~~Annual~~solicitation ~~Report~~of onshareholders ~~Form~~in ~~10-K~~connection ~~filed~~ with the ~~SEC~~pending ontransaction ~~March~~will ~~23,~~be ~~2012.~~set ~~More~~forth ~~detailed~~in ~~information regarding~~ the ~~identity~~definitive ofproxy ~~the~~statement/prospectus ~~potential~~filed ~~participants,~~with ~~and~~the ~~their~~SEC. ~~direct~~You orcan ~~indirect~~find ~~interests,~~information byabout ~~security~~Banks.com’s ~~holdings~~executive orofficers ~~otherwise,~~and isdirectors ~~set forth~~ in ~~the~~its ~~registration~~definitive ~~statement/~~proxy statement ~~and other materials to be~~ filed with the SEC inon ~~connection~~April ~~with~~29, ~~the proposed transaction~~2011.

Forward-Looking Statements

Statements that describe the objectives, expectations, plans or goals of Banks.com, ~~Inc.,~~ Remark Media, ~~Inc.~~ or ~~Remark~~Merger ~~Florida,~~Sub ~~Inc.~~ (including, without limitation, their expectations with respect to the timing of the closing of the ~~merger~~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 ~~acquisition~~Merger is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the ~~merger~~Merger ~~agreement for the acquisition~~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

992.1 ~~Press~~ ~~Release~~Amendment ~~issued~~No. by1 to Agreement and Plan of Merger among Remark Media, Inc., Remark Florida, Inc. and Banks.com, Inc. dated ~~May~~June 155, 2012

99.2 Transcript of Remark Media, Inc. conference call held on May 16, 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: ~~May~~June 176, 2012 By: /s/ ~~Bradley~~Daniel ~~T. Zimmer~~O’Donnell

Name: ~~Bradley~~ Daniel T.O’ ~~Zimmer~~Donnell

Title: Chief ~~Operating~~Executive Officer ~~& General Counsel~~

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

Filing Compare · Banks.com, Inc.