You On Demand Holdings (OTC BB:CBBDD)

Item 1.01 Entry Into a Material Definitive AgreementOn December 14, 2012, YOU On Demand Holdings, Inc. (the “Company”) entered into an underwriting agreement with Chardan Capital Markets LLC, as representative of the several underwriters, and National Securities Corporation, as qualified independent underwriter  (collectively, the “Underwriters”) in connection with the offer and sale by the Company of 1,800,000 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $1.50 per share.  The Company granted the Underwriters a 30-day option to purchase up to 270,000 additional shares of the Company’s common stock to cover over-allotments.  The Company expects to receive net proceeds from this offering of approximately $2,484,000, after deducting underwriting discounts and commissions.  The shares are being offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-183689).  The offering is expected to close on or about December 18, 2012, subject to the satisfaction of specified closing conditions.  A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
In connection with the filing of the underwriting agreement, the Company is filing as Exhibit 5.1 hereto an opinion of Lewis and Roco LLP regarding certain Nevada law matters.

We may offer, issue and sell from time to time our common stock, preferred stock, debt securities, warrants or units up to $50,000,000 or its equivalent in any other currency, currency units, or composite currency or currencies in one or more issuances. We may offer and sell the securities separately, together or as units, in separate classes or series, in amounts, at prices and on terms to be determined at the time of sale. This prospectus provides a general description of offerings of these securities that we may undertake.

On August 30, 2012, the Company closed the transactions contemplated by the Purchase Agreement and issued and sold to Investors (i) an aggregate of 646,250 Class A Units (consisting of an aggregate of 646,250 shares of Common Stock and Warrants to purchase 646,250 shares of Common Stock), and (ii) an aggregate of 250,000 Class B Units (consisting of an aggregate of 250,000 shares of Series C Preferred Stock and Warrants to purchase 250,000 shares of Common Stock). The Company received aggregate gross proceeds of $3,585,000.

NEW YORK, April 25, 2012 /PRNewswire/ -- YOU On Demand Holding, Inc.'s (OTCBB: CBBD) PRC joint venture, China's leading national Pay-Per-View (PPV) and Video On Demand (VOD) platform, announced that it has signed a deal with Miramax to distribute films from its renowned library for Transactional Video On Demand (TVOD).

The titles represent some of the top films in movie history ranging from the Oscar® winning There Will Be Blood and Chicago to pop culture icons like Pulp Fiction and the Scream series. 

"The Miramax library includes some of the best known, award winning and critically acclaimed films Hollywood has to offer," said Shane McMahon, Chairman and CEO of YOU On Demand.  "We are very excited to add Miramax films to the YOU On Demand platform."

Miramax now joins YOU On Demand's content partner family including Warner Bros., Disney, Lionsgate, Magnolia, K2 Communications, Gravitas Ventures, American Media Works and Film Buff.