SALON MEDIA GROUP, INC. (OTCMKTS:SLNM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry Into a Material Definitive Agreement
Purchase Agreement
On March 23, 2017, Salon Media Group, Inc. (the Company) entered
into a Purchase Agreement (the Purchase Agreement) with
purchasers identified therein (each, a Purchaser and together,
the Purchasers) to issue and sell to the Purchasers in a private
placement (the Private Placement) shares of the Companys Series A
Mandatorily Convertible Voting Preferred Stock (the Series A
Preferred Stock). At a special meeting concluded on January 24,
2017, the Board of Directors approved the designation of the
Series A Preferred Stock. The Company has authorized the issuance
and sale in the Private Placement up to 2,417,471 shares of the
Series A Preferred Stock, at the purchase price of $1.24 per
share.
The Company expects that the completion of the purchase and sale
of the shares of the Series A Preferred Stock will occur in three
stages, each a Closing. As reported in the Companys Current
Report on Form 8-K, filed with the Securities and Exchange
Commission on January 27, 2017, the initial Closing (the Initial
Closing) was completed on January 26, 2017. In the Initial
Closing, the Company sold to the Purchasers an aggregate of
805,824 shares of Series A Preferred Stock for a total purchase
price of $1 million. The purchase price was paid either in cash
or by delivery for cancellation of certain demand promissory
notes made by the Company to certain of the Purchasers who had
advanced funds to the Company in anticipation of the Initial
Closing.
The second Closing (the Second Closing) was completed on March
23, 2017. At the Second Closing, the Company sold to the
Purchasers an aggregate of 173,252 shares of Series A Preferred
Stock for a total purchase price of $0.215 million. The Second
Closing included only investors who had previously indicated
interest in participating in the Private Placement.
The final Closing (the Final Closing) shall occur no later than
April 30, 2017, or as soon thereafter as may be practicable. The
Final Closing will include only investors who have previously
indicated interest in participating in the Private Placement.
The Purchasers in the Initial and Second Closings included the
Companys Chief Executive Officer, Jordan Hoffner, and certain of
his family members, the Companys Chief Financial Officer,
Elizabeth Hambrecht, and the Companys director, William
Hambrecht.
The sale of the shares of Series A Preferred Stock to the
Purchase Agreement is being made in reliance upon an exemption
from the registration requirements of the Securities Act of 1933,
as amended (the Securities Act), to Section 4(a)(2) thereof.
Exhibits
The Purchase Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference. The
above description of the material terms of the Purchase Agreement
does not purport to be complete and is qualified in its entirety
by reference to Exhibit 10.1.
Item 9.01.Financial Statements and Exhibits
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Exhibit |
Description |
|
|
10.1 |
Purchase Agreement, dated as of March 23, 2017 |
About SALON MEDIA GROUP, INC. (OTCMKTS:SLNM)
Salon Media Group, Inc. (Salon) is an Internet media company that produces a content Website with various subject-specific sections. The Company’s Website, www.salon.com, Website covers a range of topics, including news, politics, arts and culture, life, sustainability and innovation, technology and business. The Company has a suite of advertisement products that includes its homepage spotlight, which features custom content in-stream in its editorial news feed, advertiser-sponsored articles and content verticals, custom Website skins that can overlay an advertisement onto the background of its Website, pushdowns that temporarily move the editorial content below an advertisement, while it is being served, video overlays and in-stream video modules, a multi-media content module and a social feed module. Its users engage with the Website through desktop computers, mobile phones and social networking platforms and other referral partners. SALON MEDIA GROUP, INC. (OTCMKTS:SLNM) Recent Trading Information
SALON MEDIA GROUP, INC. (OTCMKTS:SLNM) closed its last trading session up +0.080 at 0.160 with 1,000 shares trading hands.