NSTM / NovelStem International Corp. - SEC申報文件，年度報告，委任書

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL CORP.

LOAN EXTENSION AGREEMENT

Exhibit 10.16 LOAN EXTENSION AGREEMENT 1. THE PARTIES. This Loan Extension Agreement (“Agreement”) made February 15, 2026 between: Borrower/Issuer: NovelStem International Corp. Ltd., with a mailing address of 2255 Glades Road, Suite 221A, Boca Raton, FL (“Borrower or Issuer”) and Lender/Holder: Jan Loeb, with a mailing address of 7740 Cavern Lane, Attn: Jan Loeb, Parkland FL 33067 (“Lender or Hol

LOAN EXTENSION AGREEMENT

Exhibit 10.15 LOAN EXTENSION AGREEMENT 1. THE PARTIES. This Loan Extension Agreement (“Agreement”) made February 15, 2026 between: Borrower/Issuer: NovelStem International Corp. Ltd., with a mailing address of 2255 Glades Road, Suite 221A, Boca Raton, FL (“Borrower or Issuer”) and Lender/Holder: Jan Loeb, with a mailing address of 7740 Cavern Lane, Attn: Jan Loeb, Parkland FL 33067 (“Lender or Hol

LOAN EXTENSION AGREEMENT

Exhibit 10.17 LOAN EXTENSION AGREEMENT 1. THE PARTIES. This Loan Extension Agreement (“Agreement”) made February 17, 2026 between: Borrower/Issuer: NovelStem International Corp. Ltd., with a mailing address of 2255 Glades Road, Suite 221A, Boca Raton, FL (“Borrower or Issuer”) and Lender/Holder: Jerry Wolasky, with a mailing address of 1360 98th Street, Bay Harbor Islands, Florida 33154, Attn: Jer

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 10.19 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission file number: 001-14332 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 10.18 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Off

I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp., certify that:

Exhibit 10.17 I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp., certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under whic

I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that:

Exhibit 10.16 I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circums

SECOND AMENDMENT TO PROMISSORY NOTE

Exhibit 10.15 SECOND AMENDMENT TO PROMISSORY NOTE THIS SECOND AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of October 29, 2025, is entered into by NOVELSTEM INTERNATIONAL CORP., a Florida corporation (the “Maker”) and Stephen Gans, an individual (the “Noteholder”). WHEREAS, the Maker and the Noteholder are parties to that certain Promissory Note, dated as of May 1, 2023 (the “Promissor

BRIDGE NOTE (CONVERTIBLE)

Exhibit 10.14 BRIDGE NOTE (CONVERTIBLE) FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, NovelStem International Corp, a Florida corporation (the “Maker”), hereby unconditionally promises to pay to the order of Jan Loeb or his assigns (the “Noteholder”, and together with the Maker, the “Parties”), the principal amount of Ninety One Thousand Dollars ($91,000) advanced p

FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 10.13 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of May 16, 2025, is entered into by NOVELSTEM INTERNATIONAL CORP., a Florida corporation (the “Maker”) and Stephen Gans, an individual (the “Noteholder”). WHEREAS, the Maker and the Noteholder are parties to that certain Promissory Note, dated as of May 1, 2023 (the “Promissory Note

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL CORP.

Bridge Note issued to Jan Loeb

Exhibit 10.14 BRIDGE NOTE (CONVERTIBLE) FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Novelstem International Corp, a Florida corporation (the “Maker”), hereby unconditionally promises to pay to the order of Jan Loeb or his assigns (the “Noteholder”, and together with the Maker, the “Parties”), the principal amount of Ninety One Thousand Dollars ($91,000) advanced p

1st Amendment to Promissory Note issued to Stephen Gans

Exhibit 10.13 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of May 16, 2025, is entered into by NOVELSTEM INTERNATIONAL CORP., a Florida corporation (the “Maker”) and Stephen Gans, an individual (the “Noteholder”). WHEREAS, the Maker and the Noteholder are parties to that certain Promissory Note, dated as of May 1, 2023 (the “Promissory Note

1st Amendment to Promissory Note issued to Stephen Gans

Exhibit 10.13 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of May 16, 2025, is entered into by NOVELSTEM INTERNATIONAL CORP., a Florida corporation (the “Maker”) and Stephen Gans, an individual (the “Noteholder”). WHEREAS, the Maker and the Noteholder are parties to that certain Promissory Note, dated as of May 1, 2023 (the “Promissory Note

Bridge Note issued to Jan Loeb

Exhibit 10.14 BRIDGE NOTE (CONVERTIBLE) FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Novelstem International Corp, a Florida corporation (the “Maker”), hereby unconditionally promises to pay to the order of Jan Loeb or his assigns (the “Noteholder”, and together with the Maker, the “Parties”), the principal amount of Ninety One Thousand Dollars ($91,000) advanced p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER 001-14332 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ T

1st Amendment to Promissory Note issued to Jerry Wolasky

Exhibit 10.12

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.14 I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.15 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Off

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.16 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financia

Promissory Note issued to Stephen Gans

Exhibit 10.10

1st Amendment to Promissory Note issued to Jan Loeb

Exhibit 10.11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number: 001-14332 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.13 I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circums

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER 001-14332 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL C

Promissory Note Issued to Jerry Wolasky

Exhibit 10.2

Promissory Note Issued to Jan Loeb

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL CORP.

Condensed Financial Statements of NewStem Ltd. As of and for the three months ended March 31, 2024

Exhibit 33.1 NewStem Ltd. Condensed Interim Financial Statements As of March 31, 2024 (Unaudited) NewStem Ltd. Condensed Interim Financial Statements as of March 31, 2024 (Unaudited) Contents Page Condensed Interim Balance Sheets 2 Condensed Interim Statements of Operations 3 Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency) 4 Condensed Interim Statements of Cash Flows 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission file number: 001-14332 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified

Promissory Note issued to Stephen Gans

Exhibit 10.10

1st Amendment to Promissory Note issued to Jerry Wolasky

Exhibit 10.12

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.13 I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circums

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.16 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financia

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.15 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of NovelStem International Corp. (the “Company”) for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Off

1st Amendment to Promissory Note issued to Jan Loeb

Exhibit 10.11

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.14 I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

Changes in Registrant's Certifying Accountant

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 23, 2024 NOVELSTEM INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) florida (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-14332 65-0385686 (COMM

Letter to SEC from Cherry Bekaert LLP dated December 19, 2023.

Exhibit 16.1 December 19, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K of Novelstem International Corp. dated December 19, 2023, and are in agreement with the statements contained therein. Very truly yours, /s/ Cherry Bekaert LLP

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): December 19, 2023 NOVELSTEM INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) florida (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-14332 65-0385686 (COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14332 NOVELSTEM INTERNATIONAL C

Condensed Financial Statements of NewStem Ltd. as of and for the nine months ended September 30, 2023

Exhibit 33.1 NewStem Ltd. Condensed Interim Financial Statements As of September 30, 2023 (Unaudited) NewStem Ltd. Condensed Interim Financial Statements as of September 30, 2023 Contents Page Condensed Interim Balance Sheets 2 Condensed Interim Statements of Operations 3 Condensed Interim Statements of Changes in Shareholders’ Equity 4 Condensed Interim Statements of Cash Flows 5 Notes to the Con

SEC FILE NUMBER

OMB APPROVAL OMB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires:                             April 30, 2025 Estimated average burden hours per response........................2.50 FORM 12b-25 SEC FILE NUMBER 001-14332 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-14322 NOVELSTEM INTERNATIONAL CORP.

Condensed Financial Statements of NewStem Ltd. as of and for the nine months ended June 30, 2023

Exhibit 33.1 NewStem Ltd. Condensed Interim Financial Statements As of June 30, 2023 (Unaudited) NewStem Ltd. Condensed Interim Financial Statements as of June 30, 2023 Contents Page Condensed Interim Balance Sheets 3 Condensed Interim Statements of Operations 4 Condensed Interim Statements of Changes in Shareholders’ Equity 5 Condensed Interim Statements of Cash Flows 6 Notes to the Condensed Int

Arbitration Confirms NovelStem Joint Venture’s Rights to Exploit ‘Tom Clancy’s Net Force’ Franchise Globally via Film, TV, Online, Streaming, Gaming and Merchandising

Exhibit 99.1 Arbitration Confirms NovelStem Joint Venture’s Rights to Exploit ‘Tom Clancy’s Net Force’ Franchise Globally via Film, TV, Online, Streaming, Gaming and Merchandising Boca Raton, FL, July 13, 2023 – NovelStem International Corp. (OTC Pink: NSTM) announced today that an Arbitrator has confirmed Netco Partners’ rights to broadly license the “Net Force” concept with the Tom Clancy name a

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): July 13, 2023 NOVELSTEM INTERNATI

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): July 13, 2023 NOVELSTEM INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) florida (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-14332 63-0385686 (COMMISS

LETTER

United States securities and exchange commission logo July 6, 2023 Jan Loeb Executive Chairman NovelStem International Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #4) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #4) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Florida 65-0385686 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 June 28, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Re: NovelStem International Corp. Amendment No. 4 to Registration Statement on Form 10-12G Correspondence Filed June 26, 2023 File No. 000-22908 Ladies and Gentlemen: The following responses address the comments

LETTER

United States securities and exchange commission logo May 17, 2023 Jan Loeb Executive Chairman NovelStem International Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22908 NOVELSTEM INTERNATIONAL CORP.

Condensed Financial Statements of NewStem Ltd. as of and for the nine months ended March 31, 2023

Exhibit 33.1 NewStem Ltd. Condensed Interim Financial Statements As of March 31, 2023 (Unaudited) NewStem Ltd. Condensed Interim Financial Statements as of March 31, 2023 Contents Page Condensed Interim Balance Sheets 2 Condensed Interim Statements of Operations 3 Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency) 4 Condensed Interim Statements of Cash Flows 5 Notes to th

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 April 26, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Re: NovelStem International Corp. Amendment No. 3 to Registration Statement on Form 10-12G Correspondence Filed February 17, 2023 File No. 000-22908 Ladies and Gentlemen: The following responses address the comm

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 March 30, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Attn: Re: NovelStem International Corp. Amendment No. 3 to Registration Statement on Form 10-12G Correspondence Filed February 17, 2023 File No. 000-22908 Ladies and Gentlemen: The following responses address th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission file number: 000-22908 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.11 I, Christine T. Jenkins, the Chief Financial Officer of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.10 I, Jan H. Loeb, the Principal Executive Officer and Executive Chairman of NovelStem International Corp. certify that: 1. I have reviewed this report on Form 10-K of NovelStem International Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circums

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.13 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-K of NovelStem International Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christine T. Jenkins, Chief Financia

Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 10.12 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-K of NovelStem International Corp. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jan H. Loeb, Principal Executive Off

LETTER

United States securities and exchange commission logo March 2, 2023 Jan Loeb Executive Chairman NovelStem International Corp.

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 February 17, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Attn: Re: NovelStem International Corp. Amendment No. 3 to Registration Statement on Form 10-12G Filed January 26, 2023 File No. 000-22908 Ladies and Gentlemen: The following response addresses the comment of

LETTER

United States securities and exchange commission logo January 31, 2023 Jan Loeb Executive Chairman NovelStem International Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #3) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #3) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Florida 65-0385686 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 January 25, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Attn: Re: NovelStem International Corp. Amendment No. 1 to Registration Statement on Form 10-12G Filed October 12, 2022 File No. 000-22908 Ladies and Gentlemen: The following responses address the comments of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 13, 2023 NOVELSTEM INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) florida (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-14332 65-0385686 (COMM

LETTER

United States securities and exchange commission logo December 21, 2022 Jan Loeb Executive Chairman NovelStem International Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #2) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #2) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Florida 65-0385686 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 December 6, 2022 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Attn: Re: NovelStem International Corp. Amendment No. 1 to Registration Statement on Form 10-12G Filed October 12, 2022 File No. 000-22908 Ladies and Gentlemen: The following responses address the comments of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-22908 NOVELSTEM INTERNATIONAL C

Condensed Financial Statements of NewStem Ltd. as of and for the nine months ended September 30, 2022

Exhibit 33.1 NewStem Ltd. Condensed Interim Financial Statements As of September 30, 2022 (Unaudited) NewStem Ltd. Condensed Interim Financial Statements as at September 30, 2022 Contents Page Condensed Interim Balance Sheets 2 Condensed Interim Statements of Operations 3 Condensed Interim Statements of Changes in Shareholders? Equity 4 Condensed Interim Statements of Cash Flows 5 Notes to the Con

LETTER

United States securities and exchange commission logo November 2, 2022 Jan Loeb Executive Chairman NovelStem International Corp.

Redacted Litigation Funding Agreement with Omni Bridgeway (1)

Exhibit 10.9 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #1) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment #1) GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Florida 65-0385686 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

NewStem Share Purchase Agreement (1)

Exhibit 10.8

Form of NovelStem Subscription Agreement (1)

Exhibit 10.7

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431

NovelStem International Corp. 2255 Glades Road Suite 221A Boca Raton, Florida 33431 October 12, 2022 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 Attn: Re: NovelStem International Corp. Registration Statement on Form 10-12G Filed August 2, 2022 File No. 000-22908 Ladies and Gentlemen: The following responses address the comments of the reviewing Staff o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 29, 2022 NOVELSTEM INTERNATIONAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA (STATE OR OTHER JURISDICTION OF INCORPORATION) 001-14332 65-0385686 (CO

LETTER

United States securities and exchange commission logo August 29, 2022 Jan Loeb Chairman NovelStem International Corp.

Joint Venture Agreement by and between the Company and NetCo (1)

Exhibit 10.2

Promissory Note issued to Jan Loeb (1)

Exhibit 10.5

Financing Agreement dated May 2022 (1)

Exhibit 10.3

Promissory Note issued to Jerry Wolasky (1)

Exhibit 10.6

Articles of Amendment to Articles of Incorporation 2018 (1)

Exhibit 3.3

Third Amended and Restated Articles of Incorporation December 1999 (1)

Exhibit 3.1

Amendment to Financing Agreement dated July 2022 (1)

Exhibit 10.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM OF REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NOVELSTEM INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Florida 65-0385686 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2

Articles of Amendment to Articles of Incorporation 2004 (1)

Exhibit 3.2

Articles of Association of NewStem (1)

Exhibit 3.5 The Companies Law - 1999 a Company Limited by Shares Articles of Association of NewStem Ltd. Preliminary 1. Name of the Company and Definitions. 1.1. The name of the company is NewStem Ltd. (the ?Company?). 1.2. Capitalized terms used in these Articles shall bear the meanings ascribed to such terms as set forth in this Article, unless inconsistent with the context: Term Definition Affi

Bylaws (1)

Exhibit 3.4

Equity Incentive Plan (1)

Exhibit 10.1 NOVELSTEM INTERNATIONAL CORP. EQUITY INCENTIVE PLAN The Board of Directors (the ?Board?) of Novelstem International Corp., a corporation organized under the laws of the State of Florida (the ?Company?) has adopted this Equity Incentive Plan (as amended, the ?Plan?) as of November 12, 2018 (the ?Effective Date?) to promote the financial interests of the Company by providing a means by

HOLL / Hollywood Media Corp. / BlueCrest Capital Management LLP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hollywood Media Corp. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 436233100 (CUSIP Number) April 30, 2014 (Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursu

- FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-14332 HOLLYWOOD MEDIA CORP. (Exact name of registrant as specified in its

HOLL / Hollywood Media Corp. / COGHILL CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

HOLL / Hollywood Media Corp. / ADW Capital Partners, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

- FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-14332 HOLLYWOOD MEDIA CORP. - NASDAQ Global Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 301 East Yam

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

HOLLYWOOD MEDIA CORP. REPORTS VOLUNTARY DELISTING AND DEREGISTRATION

Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS VOLUNTARY DELISTING AND DEREGISTRATION Green Bay, WI, January 28, 2014 – Hollywood Media Corp. (“Company”) (Nasdaq: HOLL) announced today that its board of directors has concluded that voluntarily delisting the Company's common stock from the Nasdaq and voluntarily deregistering from the reporting requirements of the Securities Exchange Act of 1934, as am

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

HOLL / Hollywood Media Corp. / MORGAN STANLEY - ST MSCS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.7)* HOLLYWOOD MEDIA CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 436233100 - (CUSIP Number) December 31, 2013 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

- FORM S-8 POS

As filed with the Securities and Exchange Commission on January 28, 2014 Registration Nos.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 v3660638k.htm FORM 8-K 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 the earliest event reported) January 28, 2014 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (

Submission of Matters to a Vote of Security Holders

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) December 16, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or other jurisdiction of incorporation) (Commission Fil

Other Events

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) November 22, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or other jurisdiction of incorporation) (Commission Fil

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definit

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

Entry into a Material Definitive Agreement

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) November 10, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure

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) November 10, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or other jurisdiction of incorporation) (Commission Fil

HOLLYWOOD MEDIA CORP. REPORTS 2013 THIRD QUARTER RESULTS

HOLLYWOOD MEDIA CORP. REPORTS 2013 THIRD QUARTER RESULTS BOCA RATON, Fla., October 29, 2013 – Hollywood Media Corp. (“Company”) (Nasdaq: HOLL) today reported financial results for the third quarter ended September 30, 2013. On a continuing operations basis, which includes the contribution from Tekno Books, the Company’s 100% owned subsidiary under the Intellectual Property division, net revenues f

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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 the earliest event reported) October 29, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

JOINT FILING AGREEMENT October 23, 2013

EX-99.1 2 v357952ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT October 23, 2013 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 o

HOLL / Hollywood Media Corp. / ADW Capital Partners, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) October 22, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

HOLLYWOOD MEDIA CORP. REPORTS 2013 SECOND QUARTER RESULTS

HOLLYWOOD MEDIA CORP. REPORTS 2013 SECOND QUARTER RESULTS BOCA RATON, Fla., August 14, 2013 – Hollywood Media Corp. (“Company”) (Nasdaq: HOLL) today reported financial results for the second quarter ended June 30, 2013. On a continuing operations basis, which includes the contribution from Tekno Books, the Company’s 100% owned subsidiary under the Intellectual Property division, net revenues for t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 the earliest event reported) August 14, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

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 the earliest event reported) August 8, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission Fi

Transaction Agreement

Exhibit 10.1 Transaction Agreement This Transaction Agreement (this “Agreement”) is entered into as of August 8, 2013 (the “Effective Date”) by and among Key Brand Entertainment Inc., a Delaware corporation (the “Company”), Theatre Direct NY, Inc., a Delaware corporation (“Theatre Direct” and, together with the Company, the “KB Parties”), and Hollywood Media Corp., a Florida corporation (“HMC”). T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exact n

HOLLYWOOD MEDIA CORP. REPORTS 2013 FIRST QUARTER RESULTS

HOLLYWOOD MEDIA CORP. REPORTS 2013 FIRST QUARTER RESULTS BOCA RATON, Fla., May 14, 2013 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the first quarter ended March 31, 2013. On a continuing operations basis, which includes the contribution from Tekno Books, the Company’s 100% owned subsidiary under the Intellectual Property division, net revenues for the 2013 first qu

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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 the earliest event reported) May 14, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer of

SUBSIDIARIES OF HOLLYWOOD MEDIA CORP.

Exhibit 21.1 SUBSIDIARIES OF HOLLYWOOD MEDIA CORP. NAME OF SUBSIDIARY JURISDICTION OF ORGANIZATION Big Online, Inc. Florida Hollywood Services, Inc. Delaware Independent Hollywood, Inc. Delaware MovieTickets.com, Inc. (1) Delaware NetCo Partners (2) Florida Showtimes.com, Inc. Delaware Tekno Books Florida Theatre.com UK Limited UK (1) Hollywood Media Corp. owns 26.2% of the outstanding equity of M

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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 the earliest event reported) April 1, 2013 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (

HOLLYWOOD MEDIA CORP. REPORTS 2012 FOURTH QUARTER AND YEAR END RESULTS

HOLLYWOOD MEDIA CORP. REPORTS 2012 FOURTH QUARTER AND YEAR END RESULTS BOCA RATON, Fla., April 1, 2013 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the fourth quarter and year ended December 31, 2012. On a continuing operations basis, which includes the contribution from Tekno Books, the Company’s 100% owned subsidiary under the Intellectual Property division, net re

HOLL / Hollywood Media Corp. / Nantahala Capital Management, LLC - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

HOLL / Hollywood Media Corp. / MORGAN STANLEY - ST AMENDMENT MSCS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.6)* HOLLYWOOD MEDIA CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 436233100 - (CUSIP Number) December 31, 2012 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

AMENDMENT NO. 2 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT

EX-10.1 2 v331168ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT AMENDMENT NO. 2 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT, dated as of December 31, 2012 (this “Amendment”), is by and among KEY BRAND ENTERTAINMENT INC. a Delaware corporation (the “Borrower”), THEATRE DIRECT NY, INC., a Delaware corporation (the

AMENDMENT TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THEATRE DIRECT NY, INC.

EX-10.3 4 v331168ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION AMENDMENT TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF THEATRE DIRECT NY, INC. This Amendment to the Warrant, dated as of December 31, 2012 (this “Amendment”) is executed by Theatre Direct NY, Inc., a Delaware corporation, and Hollywood Media Corp., a Florida corporation. WHEREAS, Theatre Direct NY, Inc. and Hollywood

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 the earliest event reported) December 31, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employe

SUBORDINATION AND INTERCREDITOR AGREEMENT

EX-10.2 3 v331168ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SUBORDINATION AND INTERCREDITOR AGREEMENT This Subordination and Intercreditor Agreement dated as of December 31, 2012 (this “Agreement”), among (i) TERIDO LLP as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Senior Agent”) for the Senior Creditors (as defined below), (ii)

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

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 the earliest event reported) December 17, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employe

HOLL / Hollywood Media Corp. / POTOMAC CAPITAL PARTNERS LP - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Hollywood Media Corp. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 436233100 (CUSIP Number) Dece

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definit

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

HOLLYWOOD MEDIA CORP. REPORTS 2012 THIRD QUARTER RESULTS

EX-99.1 2 v328866ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2012 THIRD QUARTER RESULTS BOCA RATON, Fla., November 19, 2012 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the third quarter ended September 30, 2012. On a continuing operations basis, which includes the contribution from Tekno Books, the Company’s 100% owned subsidiary under the Int

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

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 the earliest event reported) November 19, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exa

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Notification of Late Filing SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100 (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

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 the earliest event reported) October 12, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission

EX-16.1

Financial Statements and Exhibits, Other Events - FORM 8-K

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 the earliest event reported) October 1, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD M

R&S Investments, LLC

EX-10.4 5 v322890ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 R&S Investments, LLC August 28, 2012 Hollywood Media Corp. 2255 Glades Road, Suite 221A Boca Raton, FL 33431 Re: Contingent Additional Payment In the event of a "Change of Control" (as defined in the following two sentences) with respect to Hollywood.com, LLC ("Hollywood.com") prior to August 31, 2015, R&S Investments, LLC ("R&S Investments") s

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (PROJECT HOLLYWOOD LLC) AND WAIVER

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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HOLLYWOOD MEDIA CORP. August 28, 2012

Exhibit 10.3 HOLLYWOOD MEDIA CORP. August 28, 2012 Mitchell Rubenstein Laurie S. Silvers Re: Agreement dated as of August 28, 2012 (the “R&S Agreement”) between Hollywood Media Corp., a Florida corporation (the “Company”) and R&S Investments, LLC, a Delaware limited liability company (“R&S Investments”) To Whom It May Concern: Pursuant to the R&S Agreement, R&S Investments will pay to the Company

AGREEMENT

EX-10.2 3 v322890ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AGREEMENT THIS AGREEMENT (this “Agreement”) is made and effective as of August 28, 2012 (the “Effective Date”), by and between R&S Investments, LLC, a Delaware limited liability company (“Purchaser”), and Hollywood Media Corp., a Florida corporation (“Hollywood Media”). Purchaser and Hollywood Media are each referred to in this Agreement as a “

HOLLYWOOD MEDIA CORP. REPORTS 2012 SECOND QUARTER RESULTS

Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2012 SECOND QUARTER RESULTS BOCA RATON, Fla., August 20, 2012 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the second quarter ended June 30, 2012. On a continuing operations basis, which includes the contribution from the Intellectual Property division, net revenues for the 2012 second quarter were $0.2 million compared to $

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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) August 20, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 v31848310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Notification of Late Filing SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100 (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of the earliest event reported) May 1, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exact n

HOLLYWOOD MEDIA CORP. REPORTS 2012 FIRST QUARTER RESULTS ~ Expects to Receive $7 Million Earnout Payment in 2012 Related to Sale of Broadway Ticketing Business ~

EX-99.1 2 v313435ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2012 FIRST QUARTER RESULTS ~ Expects to Receive $7 Million Earnout Payment in 2012 Related to Sale of Broadway Ticketing Business ~ BOCA RATON, Fla., May 15, 2012 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the first quarter ended March 31, 2012. On a continuing operations basis whic

Dated 1ST MAY 2012 ORCHARD ADVERTISING LIMITED (1) HOLLYWOOD MEDIA CORP (2) SHARE CHARGE Atticus Legal LLP Castlefield House Liverpool Road M3 4SB

EX-10.2 3 v313337ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Dated 1ST MAY 2012 ORCHARD ADVERTISING LIMITED (1) and HOLLYWOOD MEDIA CORP (2) SHARE CHARGE DEED Atticus Legal LLP Castlefield House Liverpool Road Manchester M3 4SB Index to Clauses 1. Definitions and interpretation 2 2. Covenant to pay 4 3. Charge 4 4. Negative pledge and restrictions on dealing 4 5. Representations and warranties by the Cha

SECOND AMENDMENT TO PURCHASE AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO PURCHASE AGREEMENT This AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 11, 2012, by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the “Company”), and R&S INVESTMENTS, LLC, a Delaware limited liability company (“Purchaser”). The Company and Purchaser are sometimes referred to in this Amendment individually as a “Par

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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 15, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission File Num

Dated 1st may 2012 Share purchase agreement HOLLYWOOD MEDIA CORPORATION ORCHARD ADVERTISING LIMITED

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 v3121608k.htm FORM 8-K 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 the earliest event reported) May 1, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Inc

Dated 1st may 2012 Share purchase agreement HOLLYWOOD MEDIA CORPORATION ORCHARD ADVERTISING LIMITED

EX-10.1 2 v312160ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Dated 1st may 2012 - Share purchase agreement Between HOLLYWOOD MEDIA CORPORATION and ORCHARD ADVERTISING LIMITED THIS AGREEMENT is dated 1st May 2012 Parties (1) HOLLYWOOD MEDIA CORP incorporated and registered in the United States of America whose registered office is at 2255 Glades Road Suite 221A, Boca Raton, FL 33431 (Seller). (2) ORCHARD

Dated 1ST MAY 2012 ORCHARD ADVERTISING LIMITED (1) HOLLYWOOD MEDIA CORP (2) SHARE CHARGE Atticus Legal LLP Castlefield House Liverpool Road M3 4SB

EX-10.2 3 v312160ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Dated 1ST MAY 2012 ORCHARD ADVERTISING LIMITED (1) and HOLLYWOOD MEDIA CORP (2) SHARE CHARGE DEED Atticus Legal LLP Castlefield House Liverpool Road Manchester M3 4SB Index to Clauses 1. Definitions and interpretation 2 2. Covenant to pay 4 3. Charge 4 4. Negative pledge and restrictions on dealing 4 5. Representations and warranties by the Cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLY

AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT

Exhibit 2.1 AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT, dated as of April 22, 2012 (this “Amendment”), is by and between Key Brand Entertainment Inc. a Delaware corporation (“Purchaser”), and Hollywood Media Corp., a Florida corporation (the “Selling Stockholder”). WITNESSETH: WHEREAS, Purchaser and Selling Stockholder are parties to that certain Stock

AMENDMENT NO. 1 TO SUBORDINATION AND INTERCREDITOR AGREEMENT

EX-10.2 4 v310488ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO SUBORDINATION AND INTERCREDITOR AGREEMENT AMENDMENT NO. 1, dated as of April 22, 2012 (this “Amendment”), to the Subordination and Intercreditor Agreement, dated as of December 15, 2010 (the “Subordination Agreement”), among (i) JPMORGAN CHASE BANK, N.A. as Administrative Agent (in such capacity, with its su

AMENDMENT NO. 1 TO SECOND LIEN CREDIT, SECURITY AND PLEDGE AGREEMENT

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT FORM 8-K

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 the earliest event reported) April 22, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer o

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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 the earliest event reported) April 16, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer o

HOLLYWOOD MEDIA CORP. REPORTS 2011 FOURTH QUARTER AND YEAR END RESULTS

EX-99.1 2 v309520ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2011 FOURTH QUARTER AND YEAR END RESULTS BOCA RATON, Fla., April 16, 2012 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the fourth quarter and year ended December 31, 2011. On a continuing operations basis which includes the contribution from the Ad Sales and Intellectual Property divi

SUBSIDIARIES OF HOLLYWOOD MEDIA CORP.

EXHIBIT 21.1 SUBSIDIARIES OF HOLLYWOOD MEDIA CORP. NAME OF SUBSIDIARY JURISDICTION OF ORGANIZATION Baseline, LLC (1) Delaware Baseline Acquisitions LLC (1) Delaware Big Online, Inc. Florida Cinemasonline Limited UK Cinemasource UK Limited UK Hollywood Services, Inc. Delaware Independent Hollywood, Inc. Delaware MovieTickets.com, Inc. (2) Delaware NetCo Partners (3) Florida Project Hollywood LLC (1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (

- FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Notification of Late Filing SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100 (Check One):xForm 10-K ¨Form 20-F ¨Form 11-K ¨Form 10-Q ¨Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

HOLL / Hollywood Media Corp. / COGHILL CAPITAL MANAGEMENT LLC - ANNUAL AMENDMENT TO FORM 13G Passive Investment

Schedule 13G SEC 1745 (02-02)Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

HOLL / Hollywood Media Corp. / Nantahala Capital Management, LLC - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

ASSIGNMENT OF GENERAL PARTNERSHIP INTEREST

EX-99.1 2 v302207ex99-1.htm EXHIBIT 99.1 ASSIGNMENT OF GENERAL PARTNERSHIP INTEREST This Assignment of General Partnership Interest (the “Transfer Agreement”), effective as of the 30th day of December, 2011, by and between The Estate of Martin H. Greenberg, referred to as “Transferor”; and Hollywood Media Corp., a Florida corporation (the “Transferee”). W I T N E S S E T H: WHEREAS, the Transferor

Financial Statements and Exhibits, Other Events

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 the earliest event reported) February 8, 2012 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission

HOLL / Hollywood Media Corp. / MORGAN STANLEY - ST AMENDMENT MSCS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.5)* HOLLYWOOD MEDIA CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 436233100 - (CUSIP Number) December 31, 2011 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 the earliest event reported) December 19, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q - DRAFT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q - DRAFT (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CO

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 the earliest event reported) November 21, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 v241178def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definit

HOLLYWOOD MEDIA CORP. REPORTS 2011 THIRD QUARTER RESULTS

Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2011 THIRD QUARTER RESULTS BOCA RATON, Fla., November 21, 2011 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the third quarter ended September 30, 2011. On a continuing operations basis which includes the contribution from the Ad Sales and Intellectual Property divisions, net revenues for the 2011 third quarter were $0.9 mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100 (Check One): o Form 10-K o Form 11-K o Form 20-F þ Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Other Events

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 the earliest event reported) October 27, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

LIMITED LIABILITY COMPANY AGREEMENT PROJECT HOLLYWOOD LLC

EX-10.1 2 v238419ex10-1.htm EXHIBIT 10.1 LIMITED LIABILITY COMPANY AGREEMENT OF PROJECT HOLLYWOOD LLC This Limited Liability Company Agreement (this “Agreement”) of Project Hollywood LLC, a Delaware limited liability company (the “Company”), dated as of the 27th day of October, 2011, is made and entered into by and between Baseline Holdings LLC, a Delaware limited liability company (“BH”), and Hol

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 the earliest event reported) October 27, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 16, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File Number) (IRS E

AMENDMENT NO. 5 AMENDED AND RESTATED RIGHTS AGREEMENT HOLLYWOOD MEDIA CORP.

Exhibit 4.1 AMENDMENT NO. 5 TO AMENDED AND RESTATED RIGHTS AGREEMENT OF HOLLYWOOD MEDIA CORP. This Amendment No. 5 (this “Amendment”), dated as of September 16, 2011, to the Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002, Amendment No. 2, dated as of September 1, 2006, Amendment No. 3, dated as of January 13, 2011 and

AMENDMENT NO. 4 AMENDED AND RESTATED RIGHTS AGREEMENT HOLLYWOOD MEDIA CORP.

EXHIBIT 4.1 AMENDMENT NO. 4 TO AMENDED AND RESTATED RIGHTS AGREEMENT OF HOLLYWOOD MEDIA CORP. This Amendment No. 4 (this “Amendment”), dated as of September 2, 2011, to the Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002, Amendment No. 2, dated as of September 1, 2006, and Amendment No. 3, dated as of January 13, 2011

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 2, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File Number) (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exact na

HOLLYWOOD MEDIA CORP. REPORTS 2011 SECOND QUARTER RESULTS

Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2011 SECOND QUARTER RESULTS BOCA RATON, Fla., August 15, 2011 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the second quarter ended June 30, 2011. On a continuing operations basis which includes the contribution from the Ad Sales and Intellectual Property divisions, net revenues for the 2011 second quarter were $1.1 million

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 the earliest event reported) August 15, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 the earliest event reported) June 15, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) March 7, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (Exact n

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is made and entered into as of May 13, 2011, by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the “Company”) and LAURIE S. SILVERS (the “Executive”). The Company and the Executive are sometimes referred to herein individually as a “Party” an

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is made and entered into as of May 13, 2011, by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the “Company”) and MITCHELL RUBENSTEIN (the “Executive”). The Company and the Executive are sometimes referred to herein individually as a “Party”

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLY

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-14332 HOLLYWOOD MEDIA CORP. (

INDEMNIFICATION AGREEMENT

Exhibit 10.20 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of February 2, 2011, is between R&S Investments, LLC., a Florida limited liability company (the “Indemnitor”); and Hollywood Media Corp., a Florida corporation (the “Indemnitee”). Recitals A. WHEREAS, Hollywood.com (a) is the subject of litigation, as referenced in Exhibit A attached hereto, for alleged copyright infr

HOLLYWOOD MEDIA CORP. REPORTS 2010 FOURTH QUARTER AND YEAR END RESULTS

Exhibit 99.1 HOLLYWOOD MEDIA CORP. REPORTS 2010 FOURTH QUARTER AND YEAR END RESULTS BOCA RATON, Fla., April 14, 2011 – Hollywood Media Corp. (Nasdaq: HOLL) today reported financial results for the fourth quarter and year ended December 31, 2010. Results from continuing operations are consistent with preliminary results reported on February 3, 2011 in an 8-K filing with the SEC. As previously annou

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 the earliest event reported) April 14, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-14332 CUSIP NUMBER: 436233100 (Check One): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 436233100 (CUSIP Number) Stephen Gans 1680 Michigan Avenue, Suite 1001 Miami Beach, Florida 33139 With a copy to: Steven W. Vazquez, Esq. Foley

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Mar

SC 13G 1 v214575sc13-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) March 7, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Joint Filer Information

EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Exhibit 99.1 Joint Filer Information Name of Joint Filer: Laurie S. Silvers Address of Joint Filer: 2225 Glades Road, Suite 221A Boca Raton, FL 33431 Relationship of Joint Filer to Issuer: Director Officer (Vice Chairperson and President) Issuer Name and Ticker or Trading Symbol: Hollywood Media Corp. (HOLL) Date of Earliest Transaction March 7, 2011 Requ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Hollywood Media Corp. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 436233100 (CUSIP Number) STEVEN WOLOSKY,

Joint Filer Information

Exhibit 99.1 Joint Filer Information Name of Joint Filer: Laurie S. Silvers Address of Joint Filer: 2225 Glades Road, Suite 221A Boca Raton, FL 33431 Relationship of Joint Filer to Issuer: Director Officer (Vice Chairperson and President) Issuer Name and Ticker or Trading Symbol: Hollywood Media Corp. (HOLL) Date of Earliest Transaction February 25, 2011 Required to be Reported (Month/Day/Year) De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Company (Issuer)) HOLLYWOOD MEDIA CORP. (ISSUER) (Name of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Sec

HOLLYWOOD MEDIA CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

EX-99.(A)(1)(N) 2 v212483ex99-a1n.htm Exhibit (a)(1)(N) HOLLYWOOD MEDIA CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER BOCA RATON, FL (February 25, 2011) – Hollywood Media Corp. (Nasdaq: HOLL) announced today the final results of its tender offer to purchase up to 8,000,000 shares of its common stock at a price of $2.05 per share (less any applicable withholding taxes and without interest), whi

HOLLYWOOD MEDIA CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

Exhibit 99.1 HOLLYWOOD MEDIA CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER BOCA RATON, FL (February 25, 2011) – Hollywood Media Corp. (Nasdaq: HOLL) announced today the final results of its tender offer to purchase up to 8,000,000 shares of its common stock at a price of $2.05 per share (less any applicable withholding taxes and without interest), which expired at 5:00 p.m., New York City time

Financial Statements and Exhibits, Other Events

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 the earliest event reported) February 25, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission

HOLLYWOOD MEDIA CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

Exhibit 99.1 HOLLYWOOD MEDIA CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER BOCA RATON, FL (February 22, 2011) – Hollywood Media Corp. (Nasdaq: HOLL) announced today the preliminary results of its tender offer to purchase up to 8,000,000 shares of its common stock at a price of $2.05 per share (less any applicable withholding taxes and without interest), which expired at 5:00 p.m., New Yo

Other Events, Financial Statements and Exhibits

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 the earliest event reported) February 18, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorporation) (Commission

HOLLYWOOD MEDIA CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

EX-99.(A)(1)(M) 2 v212124ex99a1m.htm Exhibit (a)(1)(M) HOLLYWOOD MEDIA CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER BOCA RATON, FL (February 22, 2011) – Hollywood Media Corp. (Nasdaq: HOLL) announced today the preliminary results of its tender offer to purchase up to 8,000,000 shares of its common stock at a price of $2.05 per share (less any applicable withholding taxes and without int

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Company (Issuer)) HOLLYWOOD MEDIA CORP. (ISSUER) (Name of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Sec

ANNUAL 13G AMENDMENT

SC 13G/A 1 holl110214.txt ANNUAL 13G AMENDMENT Schedule 13G SEC 1745 (02-02)Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11.0 UNITED STATES SECURITIES

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of the earliest event reported) February 9, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorpo

ST AMENDMENT MSCS

- OMB APPROVAL - OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.

Joint Filer Information

EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Exhibit 99.1 Joint Filer Information Name of Joint Filer: Laurie S. Silvers Address of Joint Filer: 2225 Glades Road, Suite 221A Boca Raton, FL 33431 Relationship of Joint Filer to Issuer: Director Officer (Vice Chairperson and President) Issuer Name and Ticker or Trading Symbol: Hollywood Media Corp. (HOLL) Statement for Issuer’s Fiscal Year Ended (Month

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v2114118k.htm 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 the earliest event reported) February 9, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HOLLYWOOD MEDIA CORP (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Numbe

SC 13G/A 1 rrd400.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HOLLYWOOD MEDIA CORP (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

SCHEDULE 13G HOLDINGS REPORT AMENDMENT

SC 13G/A 1 holl123110a3.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Hollywood Media Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 436233100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Chec

HOLLYWOOD MEDIA CORP. MODIFIES TENDER OFFER AND IS NOW OFFERING TO PURCHASE UP TO 8,000,000 SHARES OF ITS COMMON STOCK AT A PRICE OF $2.05 PER SHARE

Exhibit (a)(1)(K) HOLLYWOOD MEDIA CORP. MODIFIES TENDER OFFER AND IS NOW OFFERING TO PURCHASE UP TO 8,000,000 SHARES OF ITS COMMON STOCK AT A PRICE OF $2.05 PER SHARE BOCA RATON, FL (February 3, 2011) – Hollywood Media Corp. (Nasdaq: HOLL) announced today that it has modified its tender offer originally announced on January 18, 2011 to increase the purchase price it is offering to pay for shares t

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS December 31, December 31, 2010 2009 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 29,406,063 $ 8,365,224 Receivables, net 492,683 604,325 Prepaid expenses 1,034,795 1,807,649 Other receivables 359,438 344,859 Related party receivable 301,607 335,245 Current assets of discontinued operations -

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated January 18, 2011 (the “Offer to Purchase”), the related Letter of Transmittal

Exhibit (a)(1)(L) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Company (Issuer)) HOLLYWOOD MEDIA CORP. (ISSUER) (Name of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Sec

SUPPLEMENT DATED FEBRUARY 3, 2011 TO THE OFFER TO PURCHASE DATED JANUARY 18, 2011 AND THE RELATED LETTER OF TRANSMITTAL HOLLYWOOD MEDIA CORP. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH And is Now Offering to Purchase Up to 8,000,000 Shares of its Com

Exhibit (a)(1)(J) SUPPLEMENT DATED FEBRUARY 3, 2011 TO THE OFFER TO PURCHASE DATED JANUARY 18, 2011 AND THE RELATED LETTER OF TRANSMITTAL HOLLYWOOD MEDIA CORP.

SCHEDULE 13G SIGNATURE

SC 13G 1 holl13g123110.htm OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2012 Estimated average burden hours per response. . . 11 SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 the earliest event reported) February 3, 2011 HOLLYWOOD MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) Florida 1-14332 65-0385686 (State or Other Jurisdiction (Commission File (IRS Employer

Offer to Purchase for Cash HOLLYWOOD MEDIA CORP. Up to 9,000,000 Shares of its Common Stock at a Purchase Price of $2.00 Per Share

EX-99.(A)(1)(D) 9 v208281ex99a1d.htm Exhibit (a)(1)(D) Offer to Purchase for Cash by HOLLYWOOD MEDIA CORP. of Up to 9,000,000 Shares of its Common Stock at a Purchase Price of $2.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 15, 2011, UNLESS THE OFFER IS EXTENDED. January 18, 2011 To Brokers, Dealers, Commercial Ba

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated January 18, 2011, and the related Letter of Transmittal, and any amendments o

Exhibit (a)(1)(H) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares.

NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) Tender of Shares of Common Stock HOLLYWOOD MEDIA CORP.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of HOLLYWOOD MEDIA CORP.

Offer to Purchase for Cash by HOLLYWOOD MEDIA CORP. of Up to 9,000,000 Shares of Its Common Stock at a Purchase Price of $2.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRU

Exhibit (a)(1)(E) Offer to Purchase for Cash by HOLLYWOOD MEDIA CORP. of Up to 9,000,000 Shares of Its Common Stock at a Purchase Price of $2.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 15, 2011, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated January

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Exhibit (a)(1)(F) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated January 18, 2011 HOLLYWOOD MEDIA CORP. Up to 9,000,000 Shares of Its Common Stock at a Purchase Price of $2.00 Per Share

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated January 18, 2011 by HOLLYWOOD MEDIA CORP.

Offer to Purchase for Cash HOLLYWOOD MEDIA CORP. Up to 9,000,000 Shares of its Common Stock at a Purchase Price of $2.00 Per Share

Exhibit (a)(1)(A) Offer to Purchase for Cash by HOLLYWOOD MEDIA CORP. of Up to 9,000,000 Shares of its Common Stock at a Purchase Price of $2.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, FEBRUARY 15, 2011, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Hollywood Media Corp., a Florida corporation (the “Company,” “Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Company (Issuer)) HOLLYW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOLLYWOOD MEDIA CORP. (Name of Subject Company (Issuer)) HOLLYWOOD MEDIA CORP. (ISSUER) (Name of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 436233100