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 1, 2013

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

Item 3.02     Unregistered Sales of Equity Securities

On March 1, 2013, Salon Media Group, Inc. (the “Company”) completed a recapitalization (the “Recapitalization”) in which all of its convertible notes, related party advances and certain accrued consulting fees (aggregating $15,651,000, including interest on the convertible notes through February 28, 2013) and substantially all shares of its convertible preferred stock were exchanged for an aggregate of 72.87 million shares of common stock at a price of $0.35 per share.

Outstanding convertible notes plus interest at February 28, 2013 was approximately $3,504,000, all of which was exchanged for an aggregate of 10,012,372 shares of common stock. Approximately 20.2% of the convertible notes was held by a non-affiliate of the Company. Outstanding related party advances at February 28, 2013, including accrued consulting fees of $158,000, was approximately $12,146,000, all of which was exchanged for 34,704,143 shares of common stock. The table below sets forth the issuance of common stock by class of preferred stock participating in the recapitalization:

The Company is currently authorized to issue 30 million shares of common stock, and at December 31, 2012 had approximately 3.28 million shares outstanding. At the closing on March 1, 2013, the Company issued an aggregate of approximately 26.29 million shares of common stock in respect of all the preferred stock participating in the Recapitalization held by non-affiliates of the Company, all of its convertible notes and 25% of its related party advances (including the accrued consulting fees). This issuance of shares represented substantially all of the available authorized common stock. The holders of the remaining related party advances and preferred stock participating in the Recapitalization, all of whom are members of the board of directors or their affiliates, have tendered these obligations in exchange for an aggregate of approximately 46.58 million shares of common stock that will be issued and delivered to them upon approval of the increase in the authorized common stock of the Company described below.

Mr. John Warnock, Chairman of the Board, Mr. William Hambrecht and Ms. Elizabeth Hambrecht, directors and stockholders of the Company, are affiliates of the Company and participated in the Recapitalization. The following table sets forth the securities and instruments owned by each of them prior to the Recapitalization and tendered in the Recapitalization (other than shares of Common Stock) and the shares of Common Stock owned by each of them following the Recapitalization:

The board of directors of the Company has authorized an increase in authorized common stock to 150 million (the “Common Stock Increase”) and will seek approval of the Common Stock Increase at a special meeting of the stockholders that the Company has called for April 18, 2013. Mr. Warnock, Mr. Hambrecht and Ms. Hambrecht and the entities affiliated with each of them hold in the aggregate approximately 58.05% of the voting power of the Company (which includes the remaining Series C voting on an as-converted basis but excludes the approximately 46.6 million of shares remaining to be issued in the Recapitalization), and have entered into a voting agreement to vote their shares in favor of the Common Stock Increase. The Common Stock Increase must be approved by a majority of the voting power of the Company. Therefore, the Company will not solicit proxies for the special meeting. The Company will issue the balance of approximately 46.58 million shares to be issued in the Recapitalization promptly following the special meeting.

Set forth below is Salon’s capitalization at December 31, 2012 and as adjusted to reflect: (i) additional related party advances between January 1, 2013 and February 28, 2013, (ii) the accrual of interest on the outstanding convertible notes between January 1, 2013 and February 28, 2013, and (iii) the results of the recapitalization.

SALON MEDIA GROUP, INC.

(in thousands, except share and par value amounts)

The issuance of the shares of common stock in the Recapitalization was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

The Company issued a press release announcing the results of the recapitalization on March 5, 2013. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.

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.

EXHIBIT INDEX

7