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): March 22, 2017

SALON MEDIA GROUP, INC.

(Exact name of registrant as specified in charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry 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 Company’s 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 Company’s 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 Company’s Chief Executive Officer, Jordan Hoffner, and certain of his family members, the Company’s Chief Financial Officer, Elizabeth Hambrecht, and the Company’s director, William Hambrecht.

The sale of the shares of Series A Preferred Stock pursuant 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”), pursuant 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 24, 2017

EXHIBIT INDEX

5