Item 1.01 Entry into a Material Definitive Agreement
On
The issuance and sale, if any, of up to
Under the terms of the Sales Agreement, the Company may sell the Placement
Shares by any method permitted that is deemed an "at the market offering" as
defined in Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act"). The Sales Agent will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable state and
federal laws, rules and regulations to sell the Placement Shares from time to
time, based upon the Company's instructions (including any price, time or size
limits or other customary parameters or conditions the Company may impose).
Actual sales will depend on a variety of factors to be determined by the Company
from time to time, including (among others) market conditions, the trading price
of the Company's Class A common stock, capital needs and determinations by the
Company of the appropriate sources of funding for the Company. The Company is
not obligated to make any sales of Class A common stock under the Sales
Agreement and the Company cannot provide any assurances that it will issue any
shares pursuant to the Sales Agreement. The Company will pay a commission rate
of 3.0% of the gross proceeds from each sale of Placement Shares and agreed to
reimburse the Sales Agent for certain specified expenses, including the fees and
disbursements of its legal counsel in an amount not to exceed
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is included herewith as Exhibit 1.1 and is incorporated herein by reference.
The opinion of the Company's counsel regarding the validity of the shares of Class A common stock that will be issued pursuant to the Sales Agreement and the Prospectus Supplement is also filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 1.1 At Market Issuance Sales Agreement by and betweenSalem Media Group, Inc. andB. Riley Securities, Inc. dateApril 16, 2021 5.1 Opinion ofRutan & Tucker, LLP 23.1 Consent ofRutan & Tucker, LLP (included in Exhibit 5.1)
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