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): September 2829, 2023

SALEM MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

LOGO

Delaware	000-26497	77-0121400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

6400 NORTH BELT LINE ROAD
6400 NORTH BELT LINE ROADIRVING, TEXAS		75063
IRVING, TEXAS		75063
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (469) 586-0080

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Class A Common Stock, $0.01 par value per share		SALM		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~Amendment~~Asset ~~Number~~Purchase ~~Nine to Credit~~ Agreement ~~and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of September 28, 2023~~

On September 29, 2023, Salem ~~Media~~Web ~~Group~~Network, ~~Inc.~~LLC (~~the~~ “~~Company~~SWN”), ~~and~~a ~~certain~~subsidiary ~~subsidiaries~~ of ~~the~~Salem ~~Company~~Media ~~party~~Group, toInc. (the ~~Credit~~“Company” ~~Agreement~~or ~~and~~“Salem”) ~~the~~entered ~~Forbearance~~into ~~Agreement~~an ~~(each~~Asset asPurchase ~~defined~~Agreement ~~below)~~ (~~together with the Company, the~~ “~~Loan Parties~~APA”) ~~entered~~to ~~into~~sell anits ~~Amendment~~Salem ~~Number~~Church ~~Nine~~Products business to ~~Credit~~Gloo ~~Agreement~~Acquisition ~~and~~Corp ~~Amendment~~I, toLLC ~~Forbearance~~(“Gloo”) ~~Agreement~~for ~~and~~$30,000,000 ~~Amendment~~(the ~~Number~~“Transaction”). ~~Seven~~Upon toclosing ~~Credit~~of ~~Agreement~~the ~~and~~Transaction, ~~Amendment~~SWN ~~Number~~shall ~~One~~receive to$22,500,000 ~~Guaranty~~in cash and ~~Security~~a ~~Agreement,~~promissory ~~dated~~note asin the principal amount of ~~September 28~~$7,500,000 ~~2023~~ (the “~~Amendment~~Note”), ~~with~~which ~~the~~Note ~~lenders~~will ~~party~~be ~~thereto~~secured ~~(the~~by ~~“Lenders”),~~a ~~and~~subordinated ~~Wells~~security ~~Fargo~~interest ~~Bank,~~in ~~National~~the ~~Association,~~acquired asassets ~~administrative~~and ~~agent~~guaranteed ~~(the~~by ~~“Agent”)~~certain personal guarantees. The ~~Amendment~~APA ~~amends~~also ~~the~~provides ~~Credit~~that ~~Agreement~~SWN, ~~dated~~Salem asand any of ~~May 19,~~their ~~2017 (as amended~~affiliates, ~~supplemented~~shall ornot ~~otherwise~~engage ~~modified~~in, ~~including~~or ~~pursuant~~assist toothers ~~the~~in ~~Amendment~~engaging in, the ~~“Credit~~Salem ~~Agreement”),~~Church byProducts ~~and~~church ~~among~~resources ~~the~~ecommerce ~~Company~~retail ~~and~~business (the ~~other~~“Business”) ~~Loan~~or ~~Parties~~any ~~that~~competing ~~are~~business ~~borrowers~~anywhere ~~thereunder,~~within the ~~Lenders~~United ~~and~~States ~~the~~or ~~Agent,~~any ~~and~~other ~~the~~jurisdiction ~~Forbearance~~in ~~Agreement~~which ~~and~~the ~~Amendment~~Business ~~Number~~currently ~~Seven~~operates tofor ~~Credit~~a ~~Agreement~~period ~~and~~of ~~Amendment~~five ~~Number~~(5) years ~~One~~after tothe ~~Guaranty~~closing ~~and~~date. ~~Security~~The ~~Agreement,~~APA ~~dated~~also ascontains ofcustomary ~~August 7~~representations, ~~2023~~warranties, ~~(as amended~~covenants, ~~supplemented~~conditions orto ~~otherwise modified~~closing, ~~including~~and ~~pursuant~~indemnification toobligations ~~the~~of ~~Amendment,~~Salem ~~the~~and ~~“Forbearance~~Gloo. ~~Agreement”),~~The byTransaction ~~and~~is ~~among~~expected ~~the~~to ~~Loan~~close ~~Parties,~~on ~~the~~or ~~Lenders~~about ~~and~~November 1, 2023 (the ~~Agent~~“Closing”).

~~The~~As ~~Amendment~~part ~~extends~~of the ~~current~~Transaction, ~~Forbearance~~Salem ~~Period~~Communications ~~under~~Holding Corporation (“SCHC”), also a subsidiary of Salem, and Gloo will enter into a Transition Services Agreement at Closing pursuant to which SCHC will support Gloo through the ~~Forbearance~~migration in the areas of Ecommerce/Revenue Operations, Accounting, Human Resources, technical Resource Support, and Software, among other support functions. In addition to the above agreements, Salem and Gloo Holdings, LLC (“Gloo Holdings”) will enter into a “Series A Preferred Membership Unit Purchase Agreement” ~~though~~(“Membership Interest Purchase Agreement”) pursuant to which Gloo Holdings will issue 833,333 Series A Preferred Membership Units (the “Units”) to Salem. As part of the Membership Interest Purchase Agreement, Salem and ~~including~~certain ~~November~~related parties of Gloo Holdings (the “Obligors”) will enter into a Put Agreement pursuant to which, any time after January 31, ~~2023~~2027, Salem may require the Obligors to purchase the Units for a price of not less than $10,000,000. In exchange for the Units, effective at the Closing, Salem shall provide Gloo Holdings a credit in the amount of $10,000,000 (“Advertising Credit”) to be used by Gloo Holdings and its controlled affiliates to purchase fully pre-emptible advertising inventory consisting of spot and digital advertising and promotions on radio stations and websites and other digital media owned and operated by Salem and its subsidiaries, which Advertising Credit must be used between the Closing and December 31, 2028.

InITEM addition, among other things, the Amendment amends the Credit Agreement by requiring the Borrowers to maintain availability of at least $1,000,000 at all times from August 7, 2023 until, but not including November 3, 2023, and $5,000,000 at all times from November 3, 2023 and thereafter8.01 OTHER EVENTS

AOn ~~copy~~October of4, 2023, the ~~Amendment~~Company isissued ~~filed~~a ~~with~~press ~~this~~release ~~Form~~announcing ~~8-K~~the asplan ~~Exhibit~~to ~~10.1~~sell its Salem Church Products business and ~~incorporated~~the byentry ~~reference~~into ~~herein.~~the ~~The~~Asset ~~foregoing~~Purchase ~~description~~Agreement. A copy of the ~~Amendment~~press release is ~~qualified~~being infiled ~~its~~as ~~entirety~~Exhibit by99.1 ~~reference~~ to ~~the~~this ~~full~~current ~~text~~report ofon ~~the~~Form ~~Amendment~~8-K and is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following exhibits are filed with this current report on Form 8-K:

ExhibitNo.		Description
10.1		Amendment Number Nine to Credit Agreement and Amendment to Forbearance Agreement and Amendment Number Seven to Credit Agreement and Amendment Number One to Guaranty and Security Agreement, dated as of September 28, 2023
99.1		Press Release of Salem Media Group, Inc. entitled “Salem Media Group Announces Plan to Sell Its Salem Church Product Business”.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

SALEM MEDIA GROUP, INC.

Date: September 29, 2023

/s/ Christopher J. Henderson

Date: October 4, 2023

/s/ Christopher J. Henderson

Christopher J. Henderson

Executive Vice President, General Counsel and Secretary

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