United
States

Securities
and Exchange Commission

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|For the Fiscal Year
    Ended: | December 31, 2012
|------------------------------ | -----------------



|Commission File Number: | 000-26357
|----------------------- | ---------



|LookSmart,
    Ltd.                                       
|----------------------------------------------------------
|(Exact Name of Registrant as specified
    in its Charter)



|Delaware                                                           |  | 13-3904355                          
|------------------------------------------------------------------ |  | ------------------------------------
|(State or other Jurisdiction of Incorporation or
    Organization) |  | (I.R.S. Employer Identification No.)



|555
    California Street, Suite 324, San Francisco, California 94104
|---------------------------------------------------------------------
|(Address of Principal Executive
    Offices) (Zip Code)              



|Registrant's telephone
    number, including area code: | (415) 348-7000
|------------------------------------------------------- | --------------



|Securities registered pursuant
    to Section 12(b) of the Act: | Common
    Stock, $0.001 par value |  | The
    Nasdaq Stock Market LLC
|--------------------------------------------------------------- | ---------------------------------- |  | -------------------------------
|                                                                | (Title of Class)                   |  | (Name of Exchange)             



|Securities registered pursuant
    to Section 12(g) of the Act: | None            
|--------------------------------------------------------------- | ----------------
|                                                                | (Title of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.         Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.         YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).       YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.         Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer ̈Smaller reporting company T



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).        Yes ̈No T





|Aggregate market value of voting and
    non-voting common equity held by non-affiliates as of June 28, 2013: | $11,942,560
|------------------------------------------------------------------------------------------------------------- | -----------



|Shares of Common Stock, $0.001 par
    value, outstanding as of September 16, 2013: | 17,308,059
|----------------------------------------------------------------------------------- | ----------



|Documents Incorporated
    by Reference
|---------------------------------------
|None                                   











LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Introduction



This Amendment No.1
is filed by LookSmart, Ltd. to amend the Form 10-K filed on April 1, 2013 by LookSmart with the Commission ("Existing Form
10-K") to include information that was to be incorporated by reference in Part III of the Existing Form 10-K. Except as otherwise
provided hereby, the Form 10-K remains unchanged.



Item 10. Directors, Executive Officers,
and Corporate Governance.



Item 10 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:



"Information Concerning Former
Directors and Former Executive Officers



Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.



Although they are
no longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to corporate governance
and director and executive compensation for the 2012 fiscal year.



Except as otherwise
provided herein or required by context, information herein concerning directors and executive officers is provided as to the persons
who are as of the filing hereof directors and executive officers of the Company.



Directors



The following table
provides information as of September 16, 2013 as to each person who is as of the filing hereof a director of the Company:





|Name                | Age | Term | Class | Next
Election | Director
    Since   | Other
    Offices and Positions                          
|------------------- | --- | ---- | ----- | ------------- | -------------------- | ---------------------------------------------------------
|Michael
    Onghai  | 43  | (1)  | I     | 2015          | January
    14, 2013 | Chief
    Executive Officer, President, and Secretary (2)
|Christian
    Chan  | 40  | (1)  | II    | 2013          | January
    14, 2013 | Chairman
    (3) (4)                                     
|Paul
    Pelosi Jr. | 44  | (1)  | II    | 2013          | January
    14, 2013 | (4)                                                      
|Thorsten
    Weigl  | 37  | (1)  | III   | 2014          | January
    14, 2013 | (4)                                                      





| | *   |                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The directors are divided into three classes.  Each
    director holds office until the next election of the class for which such director has been chosen and until such director's
    successor is elected and qualified or such director's earlier death, resignation, or removal.
| |     |                                                                                                                                                                                                                                                                                       
| | (2) | Chief Executive Officer and President since January 25, 2013
    and Secretary since April 25, 2013.                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                       
| | (3) | Chairman of the board of directors since January 25, 2013.                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                       
| | (4) | Such director holds one or more board committee positions as
    provided in the following table:                                                                                                                                                                                     





|                    | Audit     | Compensation | Nominating |      
|------------------- | --------- | ------------ | ---------- | -----
|                    | Committee | Committee    | Committee  |      
|Name                | Member    | Chair        | Member     | Chair
|Christian Chan      | X         | X            | X          | X    
|Paul
    Pelosi Jr. | X         |              | X          |      
|Thorsten
    Weigl  | X         |              | X          |      







1







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Executive Officers



The following table
provides information as of September 16, 2013 as to each person who is as of the filing hereof an executive officer of the Company:





|Name               | Age | Term | Principal
    Position      | Position
    Since   | Other
    Offices and Positions           
|------------------ | --- | ---- | --------------------------- | -------------------- | ------------------------------------------
|Michael
    Onghai | 43  | (1)  | Chief
    Executive Officer | January
    25, 2013 | Director,
    President, and Secretary (2)





| | *   |                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Each officer is chosen and holds office for such term as prescribed
    by the bylaws or determined by the board and until such officer's successor is elected and qualified or such officer's earlier
    death, resignation, or removal.
| |     |                                                                                                                                                                                                                                           
| | (2) | Director since January 14, 2013, President since January 25,
    2013, and Secretary since April 25, 2013.                                                                                                                                



No Family Relationships



There is no family
relationship between any director or executive officer or among any directors or executive officers.



Business Experience and Background
of Directors and Executive Officers



Christian Chanhas been a director since January 14, 2013 and Chairman of the board of directors since January 25, 2013 and holds other positions
with the Company as provided herein. For more than the past five years, Mr. Chan has been a private investor and an independent
portfolio manager and adviser to family offices and value-oriented investment funds. Mr. Chan is a director of funds affiliated
with Argyle Street Management Limited, an SEC-registered investment adviser. Mr. Chan holds a B.A.S. and a M.S. from Stanford
University.



Michael Onghaihas been a director since January 14, 2013 and Chief Executive Officer since January 25, 2013 and holds other positions with
the Company as provided herein.For more than the past five years, Mr. Onghai has been a private investor and an investment
manager, including asthe principal of Snowy August Management LLC, a value-oriented alternative investment manager
he founded in 2011, and, prior to 2011, as a principal and portfolio manager of Ibis Management LLC, an investment management
firm he joined in 2003.Mr. Onghai is a Chartered Financial Analyst and the founder of AppAddictive, a venture capital-sponsored
social media digital holding company.Mr. Onghai holds a B.S. in Computer Science and Engineering from UCLA.



Paul Pelosi Jr.has been a director since January 14, 2013 and holds other positions with the Company as provided herein.For more than the past five years, Mr. Pelosi has been a private investor and an independent adviser to emerging and Fortune 500
companies, including as to finance, infrastructure, sustainability, security, and public policy matters.Mr. Pelosi holds
a B.A. and a J.D./M.B.A. from Georgetown University.



Thorsten Weiglhas been a director since January 14, 2013 and holds other positions with the Company as provided herein.For more than the past five years, Mr. Weigl has been a private investor and the Chief Executive Officer of Solom GmbH,
an asset management company. Mr. Weigl oversees one of Germany's largest intellectual property portfolios and has managed investments
in internet and technology companies since 1998.



Other Directorships



The following table
provides information as to certain other public company directorships held by the directors as of the filing hereof or during
the past five years:





|Name                 | Other
    Directorships                                                              
|-------------------- | -------------------------------------------------------------------------------------
|Michael
    Onghai   | Director
    of MGT Capital Investments, Inc.                                        
|Paul
    Pelosi, Jr. | Director
    ofCereplast Inc.; and former director of Natural Blue Resources,
    Inc





Director Independence



The Company has determined
that each director (other than Mr. Onghai), including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.



2







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Board Committees



The board has designated
committees, including a standing audit committee, compensation committee, and nominating and governance committee. Each committee
member is designated by the board or as provided by the bylaws of the Company. Each committee member is identified under "Directors"
herein.



Committee Member Independence



The Company has determined
that each committee member, including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent" as defined
by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.



Audit Committee



The
Company has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act. Each audit committee member is identified under "Directors" herein.



Audit Committee Financial Expert



The board of directors
has determined that the Company has at least one audit committee financial expert serving on the audit committee. The board has
determined that Mr. Chan is an audit committee financial expert and "independent" as independence for audit committee
members is defined in the applicable listing standards of The NASDAQ Stock Market LLC.



Nominating Committee



The nominating committee
has concluded that each person who is a director should continue to serve as a director as of the filing hereof in light of the
business and structure of the Company and the specific experience, qualifications, attributes, and skills of such person. The
following table provides information, for each such person, as to the specific experience, qualifications, attributes, and skills
that led the nominating committee to conclude that such person should continue to serve as a director as of the filing hereof:





|Name                 | Specific
    Experience, Qualifications, Attributes, and Skills                                                                                                                                         
|-------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Christian
    Chan   | Experience as a director and managing
        investments and with other investment and financial matters and financial expertise as an investment adviser.                                             
|Michael
    Onghai   | Experience as a director and developing
        and buying and selling public and private technology companies and financial expertise as an investment adviser and Chartered
        Financial Analyst.
|Paul
    Pelosi, Jr. | Experience as a director and executive
        officer of a public company and as an independent adviser to public and private financial institutions and leadership
        and governance skills.     
|Thorsten
    Weigl   | Experience as an executive and
        entrepreneur and managing intellectual property assets and investments in internet and technology companies.                                                     





Procedures for Security Holders to
Recommend Nominees for Election as Directors



There have been no
material changes to the procedures by which security holders may recommend nominees to the board of directors since the Company
last described such procedures or any material changes thereto.



Company Policy as to Director Attendance
at Annual Meetings of Stockholders



The Company's policy
encourages board members to attend annual meetings of stockholders.



3







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Section 16(a) Beneficial
Ownership Reporting Compliance



Section 16(a) of the
Exchange Act requires each person who is a director or officer or beneficial owner of more than 10% of the common stock of the
Company to file reports in connection with certain transactions. To the knowledge of the Company, based solely upon a review of
forms and representations furnished to the Company during or with respect to the most recent completed fiscal year, no person
who was subject to Section 16 at any time during such fiscal year failed to file on a timely basis, as disclosed in such forms,
reports required by Section 16(a) during such fiscal year or prior fiscal years.



Code of Ethics



The
Companyhas adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, and persons performing similar functions. The Company has posted the code of ethics
on the Company's Internet website at http://www.looksmart.com/corporate-governance. The Company intends to satisfy the disclosure
requirement under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of the code of ethics by posting
such information on the Company's Internet website.



Information Concerning Former Directors



Each person who was a director of the Company
during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders, and Timothy Wright, has
been terminated for cause or removed for cause or otherwise ceased to hold any office or position with the Company.



Although they are no
longer directors, certain information herein is provided as to the former directors, including certain information as to corporate
governance for the 2012 fiscal year.



2012 Director Independence



As to the persons
who served as directors during any part of the last completed fiscal year, the Company has determined that each such former director
(other than Mr. Dexmier), including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.



2012 Board Committees



The following table
provides information as to each person who was a member of any committee of the board of directors during the last completed fiscal
year:





|                   | Audit
        Committee | Compensation
        Committee | Nominating
        Committee | Special
        Committee
|------------------ | ----------------------- | ------------------------------ | ---------------------------- | -------------------------
|Name               | Member                  | Chair                          | Member                       | Chair                    
|Anthony Castagna   | X                       | X                              |                              |                          
|Teresa
    Dial    |                         |                                |                              |                          
|Scott
    Kauffman |                         |                                | X                            | X                        
|Mark
    Sanders   | X                       |                                |                              |                          
|Timothy
    Wright | X                       |                                | X                            | X                        





2012 Board Committee Member Independence



As to the persons
who served as committee members during any part of the last completed fiscal year, the Company has determined that each such former
committee member, including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.



2012 Board and Committee Meetings



The following table
provides information as to the number of board and committee meetings held during the last full fiscal year:





|         | Board | Audit
Committee | Compensation
Committee | Nominating
Committee | Special
Committee
|-------- | ----- | --------------- | ---------------------- | -------------------- | -----------------
|Meetings | 20    | 6               | 4                      | 3                    | 3                





Each person who was
a director during the last full fiscal year attended at least 75% of the aggregate of the total number of board meetings held
during such fiscal year (or any part thereof during which such person was a director) and the total number of committee meetings
held by all committees on which such person served during such fiscal year (or any part thereof during which such person served
on any committee).



4







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



2012 Director Attendance at 2012 Annual
Meeting of Stockholders



Three members of the
board of directors attended the 2012 annual meeting of stockholders."



Item 11. Executive Compensation.



Item 11 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:



"Information Concerning Former
Executive Officers



Each person who was
an executive officer of the Company during the 2012 fiscal year, including Jean-Yves Dexmier and William O'Kelly, has been terminated
for cause or removed for cause or otherwise ceased to hold any office or position with the Company.



Although they
are no longer executive officers, certain information herein is provided as to the former executive officers, including
information concerning executive compensation for the 2011 and 2012 fiscal years.





2012 Named Executive Officer Compensation





The
following table provides information as to thecompensation of each named executive officer ("2012 Named
Executive Officer") for each of the last two completed fiscal years:



2012 Summary Compensation Table





|Name
    [Principal Position] | Year | Salary           | Bonus   | Option
        Awards(1) | All
    Other
Compensation | Total               
|----------------------------- | ---- | ---------------- | ------- | ------------------------ | -------------------------- | --------------------
|                              |      |                  |         |                          |                            |                     
|Jean-Yves
    Dexmier         | 2012 | -                | -       | -                        | $480,750
    (2) (3)       | $480,750
    (2) (3)
|[Chief
    Executive Officer] | 2011 | -                | -       | $6,446
    (4)           | $492,000
    (5) (6)       | $498,446
    (5) (6)
|                              |      |                  |         |                          |                            |                     
|William
    O'Kelly           | 2012 | $250,000         | -       | -                        | -                          | $250,000            
|[Chief
    Financial Officer] | 2011 | $239,538
    (7) | $11,717 | $161,748
    (8)         | $9,000
    (9)             | $422,003            





| | *   |                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Represents
    aggregate grant date fair value (computed in accordance with FASB ASC Topic 718), subject to valuation assumptions discussed
    in Note 10 to the financial statements filed as part hereof.
| |     |                                                                                                                                                                                                             
| | (2) | Paid to Napa Valley Linens, a table linen rental
    business operated by Mr. Dexmier's spouse.  See Item 14 hereof.                                                                                        
| |     |                                                                                                                                                                                                             
| | (3) | Includes $48,750 otherwise payable to Mr. Dexmier
    as director fees.  See "Director Compensation."                                                                                                       
| |     |                                                                                                                                                                                                             
| | (4) | Represents option granted to Mr. Dexmier on October 4, 2011
    as director compensation.                                                                                                                   
| |     |                                                                                                                                                                                                             
| | (5) | Includes $432,000 paid to Napa Valley Linens.  See
    Item 14 hereof.                                                                                                                                      
| |     |                                                                                                                                                                                                             
| | (6) | Includes $60,000 paid to Mr. Dexmier as director
    fees.                                                                                                                                                  
| |     |                                                                                                                                                                                                             
| | (7) | Representssalary from January
    17, 2011 through December 31, 2011.                                                                                                                                       
| |     |                                                                                                                                                                                                             
| | (8) | Represents option granted to Mr. O'Kelly on
    February 11, 2011 as employment inducement.                                                                                                                 
| |     |                                                                                                                                                                                                             
| | (9) | Represents consulting fees from January 1, 2011 through January
    16, 2011.                                                                                                                               



5







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



The following
table provides information as to the equity awards of each 2012 Named Executive Officer outstanding as of the end of the last
completed fiscal year:



2012 Named Executive
Officers - Outstanding Equity Awards at Fiscal Year-End Table





|Name                  | Option
        Grant
        Date | Option
        Shares (#)
        Exercisable | Option
        Shares (#)
        Unexercisable | Option
        Exercise
        Price | Option
        Expiration
        Date | *          
|--------------------- | --------------------------------- | --------------------------------------------- | ----------------------------------------------- | ------------------------------------- | -------------------------------------- | -----------
|Jean-Yves
    Dexmier | August
    9, 2007                | 17,000                                        | -                                               | $2.62                                 | August
    9, 2017                     | (1)
    (2)
|Jean-Yves
    Dexmier | August
    9, 2007                | 2,250                                         | -                                               | $2.62                                 | August
    9, 2017                     | (1)
    (2)
|Jean-Yves
    Dexmier | March
    24, 2009                | 4,500                                         | -                                               | $1.02                                 | March
    24, 2019                     | (1)
    (2)
|Jean-Yves
    Dexmier | May
    17, 2009                  | 9,000                                         | -                                               | $1.42                                 | May
    17, 2019                       | (1)
    (2)
|Jean-Yves
    Dexmier | August
    3, 2009                | 9,000                                         | -                                               | $1.23                                 | August
    3, 2016                     | (1)
    (2)
|Jean-Yves
    Dexmier | August
    6, 2010                | 9,000                                         | -                                               | $1.50                                 | August
    6, 2017                     | (1)
    (2)
|Jean-Yves
    Dexmier | August
    6, 2010                | 181,250                                       | 118,750                                         | $1.50                                 | August
    6, 2017                     | (2)
    (3)
|Jean-Yves
    Dexmier | October
    4, 2011               | 9,000                                         | -                                               | $1.39                                 | October
    4, 2018                    | (1)
    (2)
|William
    O'Kelly   | February
    11, 2011             | 97,500                                        | 82,500                                          | $1.79                                 | February
    11, 2018                  | (3)
    (4)





| | *   |                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------
| | (1) | Granted as director compensation and vested
    immediately.                                                       
| |     |                                                                                                                    
| | (2) | Forfeited
    (unexercised) on April 28, 2013 as a result of termination of service on January 28, 2013.           
| |     |                                                                                                                    
| | (3) | Granted subject to vesting
    of 25% after one year and thereafter in equal monthly installments over three years.
| |     |                                                                                                                    
| | (4) | Forfeited
    (unexercised) on July 25, 2013 as a result of termination of service on April 25, 2013.              



2012 Post-Termination
Compensation or Benefits



Except as
otherwise provided herein, the Company has no employment, severance, change of control, or other agreement with any 2012
Named Executive Officer that provides for any payment to such 2012 Named Executive Officer at, following, or in
connection with the resignation, retirement, or other termination of such 2012 Named Executive Officer or a change in control
of the Company.



Information Concerning Former Directors





Each person who was a director of the Company
during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders, and Timothy Wright, has
been terminated for cause or removed for cause or otherwise ceased to hold any office or position with the Company.



Although they are no
longer directors, certain information herein is provided as to the former directors, including information concerning director
compensation for the 2012 fiscal year.





2012 Director Compensation





The following table
provides information as to the compensation of directors for the last completed fiscal year:





|Name                  | Fees
    Paid in Cash(1) | Option
    Awards(2) (3) | Total          
|--------------------- | ------------------------ | ------------------------ | ---------------
|Anthony
    Castagna  | $55,000                  | -                        | $55,000        
|Jean-Yves
    Dexmier | $48,750
    (4)          | -                        | $48,750
    (4)
|Teresa
    Dial       | -                        | $6,315                   | $6,315         
|Scott
    Kauffman    | $144,875                 | -                        | $144,875       
|Mark
    Sanders      | $86,375                  | -                        | $86,375        
|Timothy
    Wright    | $79,375                  | -                        | $79,375        
|Total:                | $414,375                 | $6,315                   | $420,690       





| | *   |                                                                                                                                                                                                              | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (1) | See the "2012 Directors - Fees Paid in Cash" table
    provided herein.                                                                                                                                      | 
| |     |                                                                                                                                                                                                              | 
| | (2) | Represents
    aggregate grant date fair value (computed in accordance with FASB ASC Topic 718), subject to valuation assumptions discussed
    in Note 10 to the financial statements filed as part hereof. | 
| |     |                                                                                                                                                                                                              | 
| | (3) | See the "2012 Directors - Outstanding Equity Awards at
    Fiscal Year-End" table provided herein.                                                                                                           | 
| |     |                                                                                                                                                                                                              | 
| | (4) | Paid to Napa Valley Linens, a table linen rental
    business operated by Mr. Dexmier's spouse.  See Item 14 hereof.                                                                                         | 



6







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Thefollowing table provides information as to the fees paid in cash to the directors for the last completed fiscal year:



2012 Directors - Fees
Paid in Cash





|                      | Standard
    Director Compensation Arrangements for 2012 |         |         
|--------------------- | -------------------------------------------------------- | ------- | --------
|                      | $30,000                                                  | $30,000 | $15,000 
|                      |                                                          |         | Lead    
|                      | Board                                                    | Board   | Ind.    
|Name                  | Member                                                   | Chair   | Director
|Anthony
    Castagna  | $30,000                                                  | -       | -       
|Jean-Yves
    Dexmier | $30,000                                                  | $18,750 | -       
|Teresa
    Dial       | $30,000                                                  | -       | -       
|Scott
    Kauffman    | $30,000                                                  | $11,250 | -       
|Mark
    Sanders      | $30,000                                                  | -       | $9,375  
|Timothy
    Wright    | $30,000                                                  | -       | -       
|Total:                | $150,000                                                 | $30,000 | $9,375  







| | *   |                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------
| | (1) | Represents fees paid to the members of a Special Committee,
    which held three meetings in 2012.



The following table
provides information as to the equity awards of each director outstanding as of the end of the last completed fiscal year:



2012 Directors - Outstanding
Equity Awards at Fiscal Year-End





|Name                  | Option
        Shares (#)
        Exercisable | Option
        Shares (#)
        Unexercisable | *  
|--------------------- | --------------------------------------------- | ----------------------------------------------- | ---
|Anthony
    Castagna  | 247,785                                       | -                                               | (1)
|Jean-Yves
    Dexmier | 241,000                                       | 118,750                                         | (1)
|Teresa
    Dial       | 376,005                                       | -                                               | (1)
|Scott
    Kauffman    | 151,863                                       | -                                               | (1)
|Mark
    Sanders      | 9,444                                         | 7,556                                           | (1)
|Timothy
    Wright    | 158,202                                       | -                                               | (1)







| | *   |                                                                                              
| | --- | ---------------------------------------------------------------------------------------------
| | (1) | Forfeited
    (unexercised) after the fiscal year-end as a result of termination of service."



Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters



Item 12 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:



"The following
table provides information as of September 12, 2013 as to the common stock of the Company beneficially owned by all directors
and nominees, directors and executive officers as a group, and each person known to the Company to beneficially own more than
5% of the common stock:





Beneficial Ownership Table







|Name
    and Address of Beneficial Owner(1)                  | Shares    | Percent
        of
        Class | *  
|------------------------------------------------------------ | --------- | -------------------------------- | ---
|Michael
    Onghai                                           | 9,310,959 | 53.8%                            | (2)
|Thorsten
    Weigl                                           | 548,309   | 3.2%                             | (3)
|Christian
    Chan                                           | 0         | 0.0%                             |    
|Paul
    Pelosi Jr.                                          | 0         | 0.0%                             |    
|Directors
    and executive officers as a group (4 persons): | 9,844,268 | 57.0%                            |    
|Platinum
    Partners Value Arbitrage Fund L.P.              | 1,728,000 | 9.9%                             | (4)
|Renaissance
    Technologies LLC                             | 952,100   | 5.5%                             | (5)
|Dimensional
    Fund Advisors LP                             | 944,492   | 5.5%                             | (6)





| | *   |                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | To the Company's knowledge,
    except as otherwise provided herein, each person named herein as a beneficial owner of securities
    has sole voting and investment power as to such securities and such person's address is c/o LookSmart, Ltd.,555 California
    Street, Suite 324, San Francisco, California 94104.



7







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



| | (2) | Represents securities owned or held
    by or for the account of other persons as portfolio securities, which may be deemed to be beneficially
    owned directly by Snowy August Management LLC, as an investment manager to such persons, and indirectly by Mr. Onghai, as
    the President of Snowy August Management.                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (3) | Represents securities which may be deemed to be
    beneficially owned directly by Solom GmbH and indirectly by Mr. Weigl, as the Chief Executive
    Officer of Solom GmbH.                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (4) | According to theSchedule
    13G/A filed January 17, 2013 by such persons with the Commission, such securities are beneficially owned (and voting and investment
    power as to such securities is shared) by Platinum Partners Value Arbitrage Fund L.P., Platinum Management (NY) LLC, Uri Landesman,
    and Mark Nordlicht and the address of such persons is 152 West 57th Street, 54th Floor,
    New York, New York 10019.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (5) | According to the Schedule 13G/A filed February 12, 2013 by such
    persons with the Commission, such securities are beneficially owned by Renaissance Technologies LLC and Renaissance Technologies
    Holdings Corporation and the address of such persons is 800 Third Avenue, New York, New York 10022.                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (6) | According to theSchedule
    13G/A filed February 11, 2013 by such person with the Commission, the address of such person is Palisades West, Building One,
    6300 Bee Cave Road, Austin, Texas 78746.                                                                                                                                                                                                                           





Information Concerning
Former Executive Officers



Each person who was
an executive officer of the Company during the 2012 fiscal year, including Jean-Yves Dexmier and William O'Kelly, has been terminated
for cause or removed for cause or otherwise ceased to hold any office or position with the Company.



Although they are no
longer executive officers, certain information herein is provided as to the former executive officers, including certain information
as to beneficial ownership.



The following table provides information
as of September 16, 2013 as to the common stock of the Company beneficially owned by each 2012 Named Executive Officer:







2012 Named Executive Officer - Beneficial
Ownership Table







|2012
    Named Executive Officers | Shares | Percent
        of
        Class
|--------------------------------- | ------ | --------------------------------
|Jean-Yves
    Dexmier             | 0      | 0.0%                            
|William
    O'Kelly               | 0      | 0.0%                            







Information Concerning Former Directors
and Former Executive Officers



Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.



Although they are no
longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to equity compensation plans approved or administered by such former directors and former
executive officers and options approved or granted by or to such former directors or former executive officers.





The following
table provides informationas of the end of the most recently completed fiscal year with respect to compensation plans
under which equity securities of the Company are authorized for issuance:



2012 Equity
Compensation Plan Information





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Securities
                                                                                                                                                                                          (#)
                                                                                                                                                                                          to
                                                                                                                                                                                          be
                                                                                                                                                                                          Issued
        upon
        Exercise of
        Outstanding
        Options | Weighted-Average
        Exercise
        Price of
        Outstanding
        Options | Securities
                                                                                                                                                                                          (#)
                                                                                                                                                                                          Remaining
                                                                                                                                                                                          Available
        for
        Future Issuance under
        Equity
        Compensation Plans
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity
                                                                                                                                                                                             compensation
                                                                                                                                                                                             plans
        approved
        by security holders     | 2,114,446                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $2.47                                                                                  | 1,856,813                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Equity
                                                                                                                                                                                             compensation
                                                                                                                                                                                             plans
        not
        approved by security holders | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | -                                                                                      | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Total:                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2,114,446                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $2.47                                                                                  | 1,856,813                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           







The current directors of the Company have not approved or granted any equity compensation plan or options."



Item 13. Certain Relationships and
Related Transactions and Director Independence.



Item 13 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:





"Director
Independence



The Company has determined
that each director (other than Mr. Onghai), including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.





8







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Committee Member Independence



The Company has determined
that each committee member, including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent" as defined
by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.



Information Concerning Former Directors



Each person who was
a director of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders,
and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased to hold any office or position with
the Company.



Although they are no
longer directors, certain information herein is provided as to the former directors, including certain information as to the independence
of such former directors.



2012 Director Independence



As to the persons who
served as directors during any part of the last completed fiscal year, the Company has determined that each such former director
(other than Mr. Dexmier), including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.



2012 Board Committee Member Independence



As to the persons who
served as committee members during any part of the last completed fiscal year, the Company has determined that each such former
committee member, including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.



Information Concerning Former
Directors and Former Executive Officers



Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.



Although they are no
longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to related party transactions reviewed or approved by such former directors or former
executive officers and related party transactions in which such former directors or former executive officers or a family member
of any such former director or former executive officer had or has an interest.



Certain Relationships and Related Transactions



During 2012,
the Company paid fees to Dexline Inc. dba Napa
Valley Linens.



Napa Valley Linens was and is a table linen rental business owned or operated directly or indirectly by
Mr. Dexmier and Mr. Dexmier's spouse, Sharon Dexmier, and possibly one or more other family members of Mr. Dexmier. According to
public information, Sharon Dexmier is the President of Napa Valley Linens and Mr. Dexmier was or is the Secretary and Treasurer
of Napa Valley Linens and the registered agent of Napa Valley Linens in the State of California.





The following
table provides information as to feesthat the former directors and executive officers, includingAnthony Castagna, Jean-Yves Dexmier, Scott Kauffman, William O'Kelly, Mark Sanders, and Timothy
Wright,caused the Company to pay to Napa Valley Linensfor the last completed fiscal
year:



2012 Fee Payments to Napa Valley Linens





|Related
Party      | Year | Table
    Linen
Rental/Consulting Fees | Board
        Fees | BoardChair Fees | Total
Fees
|------------------ | ---- | -------------------------------------- | ------------------ | --------------- | ----------
|                   |      |                                        |                    |                 |           
|Napa Valley Linens | 2012 | $432,000                               | $30,000            | $18,750         | $480,750  



Item 15. Exhibits and Financial Statement
Schedules.



Item 15 of the Existing
Form 10-K is hereby amended and supplemented as follows:



"The
information in the Exhibit Index hereto is hereby incorporated herein by reference."



Remainder of Page Intentionally Left
Blank. Signature Page to Follow.



9







LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



| | LookSmart, Ltd.
| | ---------------
| |                
| | By:            
| | Name:          
| | Title:         
| | Date:          



Remainder of Page Intentionally Left
Blank. Exhibit Index to Follow.



Signature Page











LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013



Exhibit Index



|Exhibit
|-------
|No.    
|31.1   
|31.2   
|32.1   
|32.2   



Remainder of Page Intentionally Left
Blank. Exhibits to Follow.



Exhibit Index