0001021096FALSE25 W 39th StreetNew YorkNYNASDAQ00010210962023-08-222023-08-2200010210962023-07-282023-07-28

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) August 22, 2023
TROIKA MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 001-40329 83-0401552
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
25 W 39th Street New York, NY
10018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 213-0111
N/A
(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 :
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares $0.001 par valueTRKA
The NASDAQ Capital Market
Redeemable Warrants to acquire Common SharesTRKAWThe NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company 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 o
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. o
Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard

On August 22, 2023, Troika Media Group, Inc. (the “Company”) received a delinquency notification letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Form 10-Q”). Nasdaq has informed the Company that the Company must submit a plan of compliance (the “Plan”) within sixty (60) days addressing how it intends to regain compliance with Nasdaq’s listing rules or otherwise file the Form 10-Q before the expiration of such sixty (60) day period. The Company will continue to work diligently to complete and file its Form 10-Q as soon as practicable and, if applicable, will work diligently to submit the Plan promptly and take the necessary steps to regain compliance as soon as practicable.

On August 24, 2023, the Company issued a press release announcing its receipt of the delinquency notification letter. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
Troika Media Group, Inc.
(Registrant)
Date: August 24, 2023By:/s/ Derek Mckinney
(Signature)
Derek McKinney
General Counsel and Corporate Secretary
Troika Media Group, Inc. Troika Media Group Inc. Announces Receipt of Delinquency Notification Letter from Nasdaq New York, New York - August 24, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced that it received a delinquency notification letter from Nasdaq on August 22, 2023 stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Form 10-Q”). Nasdaq has informed the Company that the Company must submit a plan of compliance (the “Plan”) within sixty (60) days addressing how it intends to regain compliance with Nasdaq’s listing rules or otherwise file the Form 10-Q before the expiration of such sixty (60) day period. The Company will continue to work diligently to complete and file its Form 10-Q as soon as practicable and, if applicable, will work diligently to submit the Plan promptly and take the necessary steps to regain compliance as soon as practicable. About Troika Media Group TMG is a consumer engagement and customer acquisition consulting and solutions group based in New York. We deliver resilient brand equity, amplifying brands through emerging technology to deliver performance driven business growth. TMG’s expertise is in large consumer sectors including Insurance, Financial Services, Home Improvement, Residential Services, Legal, Professional Services, Media and Entertainment. For more information, visit www.thetmgrp.com. Forward-Looking Statements This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements about future growth and growth rates and other information regarding future performance and strategies and appear throughout this press release. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates, the impact of the COVID-19 pandemic and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K. The Company disclaims any obligation to update any forward-looking statements contained herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Investor Relations Contact:

 
Investor Relations Troika Media Group, Inc. investorrelations@troikamedia.com

 
v3.23.2
Cover
Aug. 22, 2023
Jul. 28, 2023
Cover [Abstract]    
Document Type 8-K  
Document Period End Date Aug. 22, 2023  
Entity Registrant Name TROIKA MEDIA GROUP, INC.  
Entity Incorporation, State or Country Code NV  
Entity File Number 001-40329  
Entity Tax Identification Number 83-0401552  
Entity Address, Address Line One 25 W 39th Street  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10018  
City Area Code   212
Local Phone Number   213-0111
Written Communications   false
Soliciting Material   false
Pre-commencement Tender Offer   false
Pre-commencement Issuer Tender Offer   false
Title of 12(b) Security Common Shares $0.001 par value  
Trading Symbol TRKA  
Security Exchange Name NASDAQ  
Amendment Flag false  
Entity Central Index Key 0001021096  
Entity Emerging Growth Company   false
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