Note 10 - Subsequent Events

9 Months Ended

Dec. 31, 2018

10.	Subsequent Events

Asset Purchase Agreement

March 6, 2019,

the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Salon.com, LLC (“Buyer”) under which the Company agreed to sell substantially all of our assets (the "Asset Sale"), including all pertinent intellectual property rights comprising the Company’s business of owning, operating and publishing the website known as Salon.com, (the “Business”), but excluding our cash, cash equivalents and marketable securities and certain contracts and right related to those contracts and tax refunds and insurance policies and rights related to excluded assets, to the Buyer for an aggregate Purchase Price of

million payable plus the amount of the Earn-Out Payment (as described below) and the assumption of certain assumed liabilities, all pursuant to the terms of the Asset Purchase Agreement. The purchase price is payable in cash as follows: (i)

$550

in payable in cash at closing; (ii)

$100

shall be deposited with the Escrow Agent, which amount shall be released to the Company in accordance with the terms of the Asset Purchase Agreement; (iii)

$500

of which was previously paid to the Company as a deposit concurrent with execution of the term sheet for the Asset Purchase Agreement (the "Deposit") and (iv)

$3,850

via issuance of a

10%

secured promissory note, which note shall be paid in

equal installments on the

month and

month anniversary of the closing date. This note shall be secured by all of the assets being sold to Buyer under the Asset Purchase Agreement.

First Amendment to Asset Purchase Agreement

April 15, 2019,

the Company entered into a First Amendment to Asset Purchase Agreement ("First Amendment") with Buyer. The primary purpose of the First Amendment was to amend the payment terms under the Technology Agreement and the Advertising Agreement as set forth below:

(a) for the month of

March 2019: (

i) ad fees under the Advertising Agreement shall be payable at

6.5%,

and (ii) tech management fees payable pursuant to the Technology Agreement shall be

plus costs per the Technology Agreement;

(b) for the month of

April 2019: (

i) ad fees under the Advertising Agreement shall be payable at

6.5%,

and (ii) tech management fees payable pursuant to the Technology Agreement shall be

$10

plus costs per the Technology Agreement; and

May 2019

and for each month thereafter: (i) ad fees under the Advertising Agreement shall be payable at

6.5%,

(ii) tech management fees payable pursuant to the Technology Agreement shall be

$10

plus costs per the Technology Agreement and (iii) an amount equal to

10%

APR

applied to the Deposit.

The Company also amended Section

10.9

of the Asset Purchase Agreement to include the term sheet related to the acquisition for the documents related to the entire agreement of the parties.

Departure of Directors or Principal Officers

Effective

May 3, 2019,

Jordan Hoffner resigned as the Company's Chief Executive Officer.

Effective as of

September 28, 2018,

Elizabeth Hambrecht resigned as the Company's Chief Financial Officer.

Appointment of Officers

Effective

May 3, 2019,

in connection with Mr. Hoffner's resignation as Chief Executive Officer, the board appointed Richard MacWilliams as the Company's acting Chief Executive Officer and the board also appointed Trevor Colhoun as the Company's acting Chief Financial Officer to fill the vacancy from Ms. Elizabeth Hambrecht's prior resignation. Messrs. MacWilliams and Colhoun both currently serve as Directors of the Company. Mr. MacWilliams will receive

$7.5

per month for his role as acting CEO and Mr. Colhoun will receive

$2.5

per month for his role as acting CFO.

SALON MEDIA GROUP INC 10-Q