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) December 57, 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 :


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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(s)	Name of each exchange on which registered
Common Shares $0.001 par value	TRKA	The NASDAQ Capital Market
Redeemable Warrants to acquire Common Shares	TRKAW	The 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~~Item 83.01 ~~OTHER~~Notice ~~EVENTS~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

AsOn ~~previously~~December ~~disclosed~~7, ~~on September 29,~~ 2023, ~~Blue~~Troika ~~Torch~~Media ~~Finance~~Group, ~~LLC~~Inc. (~~“Blue~~the ~~Torch~~“Company”) ~~and~~received ~~the Company entered into~~ a ~~Second~~determination ~~Amended~~letter ~~and Restated Limited Waiver~~ (~~the~~ “~~Second~~Determination ~~A&R Limited Waiver~~Letter”) offrom ~~certain~~The ~~events~~Nasdaq ofStock ~~default~~Market (~~such events of default, the~~ “~~Specified Events of Default~~Nasdaq”) ~~under~~notifying the ~~Financing Agreement dated March 21, 2022, by and among the~~ Company, ~~the lenders from time-to-time party thereto (the “Lenders”), and Blue Torch as collateral agent and administrative agent for the Lenders, as amended by~~ that ~~certain~~Nasdaq ~~First~~has ~~Amendment~~determined ~~to Financing agreement~~that, ~~dated~~in asaccordance ofwith ~~September~~its ~~22,~~authority ~~2023,~~under ~~and~~Nasdaq asListing ~~further~~Rules ~~amended~~5101, ~~supplemented or otherwise modified from time to time prior to the date hereof~~ 5110(~~the “Financing Agreement”~~b)., ~~The Second A&R Limited Waiver amends~~ and ~~restates the Amended Limited Waiver to Financing Agreement dated as of February 10~~IM-5101-1, ~~2023 (as amended,~~ the ~~“Prior~~Company’s ~~Waiver”).~~securities ~~The~~will ~~Prior~~be ~~Waiver~~suspended ~~would~~from ~~have~~trading ~~expired~~at on the ~~earliest~~opening of ~~(x)~~business ~~the~~on ~~occurrence~~December ~~of an Event of Default under the Financing Agreement that is not a Specified Event of Default~~18, ~~and (z) September 29,~~ 2023, ~~subject to potential extension of up to 60 days to obtain regulatory~~ and~~/or~~ ~~shareholder~~delisted ~~approval~~from ~~in the event the Company is pursuing a sale transaction (the date such period expires, the “Outside Date”)~~Nasdaq. Nasdaq ~~The~~based ~~Company~~its ~~and~~determination ~~Blue~~upon ~~Torch~~concerns ~~entered~~related ~~into the Second A&R Limited Wavier~~ to, ~~among other things,~~ (i) ~~waive certain Specified Events of Default including any failure of~~ the Company’s toannouncement ~~make~~that the ~~quarterly~~Company ~~principal~~had ~~and~~filed ~~interest~~for ~~payments~~protection under ~~the~~Chapter ~~Financing~~11 ~~Agreement due to be paid on or about September 30, 2023; and (ii) extend the Outside Date. The Second A&R Limited Waiver will expire on the earliest~~ of ~~(x)~~ the ~~occurrence~~United ofStates anBankruptcy ~~Event~~Code ~~of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale~~ and ~~refinancing~~associated ~~milestones~~public ~~set~~interest ~~forth~~concerns inraised ~~a side letter agreed~~ by ~~the~~such ~~Company~~filing, ~~and the Lenders and~~ (zii) the ~~amended~~residual ~~Outside~~equity ~~Date~~interest of ~~October 13, 2023 (~~the ~~“Waiver~~existing ~~Period”).~~listed Onsecurities ~~October 13~~holders, ~~2023, the Company~~ and ~~Blue~~(iii) ~~Torch entered into~~ the ~~First Amendment to the Second A&R Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from October 13, 2023 to October 20, 2023. On October 20, 2023, the~~ Company’s ~~and~~ability ~~Blue Torch entered into the Second Amendment~~ to ~~the~~sustain ~~Second~~compliance ~~A&R~~with ~~Limited~~all ~~Waiver~~requirements ~~pursuant~~for tocontinued ~~which~~listing ~~Blue~~on ~~Torch agreed to extend the Outside Date from October 20, 2023 to October 27, 2023~~Nasdaq. Nasdaq ~~Effective~~also asnoted ~~of October 27~~that, ~~2023,~~since the Company ~~and~~has ~~Blue~~failed ~~Torch entered into the Third Amendment~~ to ~~the~~file ~~Second~~its ~~A&R~~Form Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from October 27, 2023 to November 3, 2023. Effective as of November 3, 2023, the Company and Blue Torch entered into the Fourth Amendment to the Second A&R Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from November 3, 2023 to November 10,-Q ~~2023.~~for ~~Effective as of November 10, 2023,~~ the ~~Company~~period ~~and~~ended ~~Blue~~September ~~Torch entered into the Fifth Amendment to the Second A&R Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from November 10~~30, 2023 ~~to November 17~~, ~~2023.~~such ~~Effective~~failure asserves of November 17, 2023, the Company and Blue Torch entered into the Sixth Amendment to the Second A&R Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from November 17, 2023 to November 29, 2023. Effective as ofan ~~November~~additional ~~29, 2023, the Company~~ and ~~Blue~~separate ~~Torch~~basis ~~entered~~for ~~into the Seventh Amendment to the Second A&R Limited Waiver pursuant to which Blue Torch agreed to extend the Outside Date from November 29, 2023 to December 4, 2023~~delisting.

~~Effective~~The asDetermination ofLetter ~~December~~also 4,advises ~~2023,~~ the Company ~~and~~of ~~Blue~~its ~~Torch~~right ~~entered~~to ~~into~~request ~~the~~an ~~Eighth~~appeal ~~Amendment~~of to the ~~Second~~determination. However, ~~A&R~~the ~~Limited~~Company ~~Waiver~~currently ~~(the~~does ~~“Eighth~~not ~~Amendment~~intend to ~~Second~~file ~~A&R~~an ~~Limited~~appeal ~~Waiver”)~~of ~~pursuant~~the todetermination. Accordingly, ~~which~~the ~~Blue~~Company ~~Torch~~expects ~~agreed~~that toits ~~extend~~securities ~~the~~will ~~Outside~~be ~~Date~~suspended from ~~December~~trading 4,at ~~2023~~the toopening of business on December 618, 2023 and delisted from Nasdaq after the completion of Nasdaq’s filing of Form 25-NSE with the Securities and Exchange Commission.

~~The~~On ~~Second~~December ~~A&R Limited Waiver~~8, ~~as amended~~2023, ~~concerns events of default that relate to~~ the Company’s ~~existing~~issued ~~and~~a ~~anticipated~~press ~~failures~~release toannouncing ~~satisfy~~its ~~certain~~receipt ~~financial~~of ~~and non-financial covenants under~~ the ~~Financing~~Determination ~~Agreement~~Letter. IfA ~~the~~copy ~~Company is unsuccessful in curing the continuing events~~ of ~~default by~~ the ~~expiration of the Waiver Period, the~~ Company’s ~~intends~~press torelease ~~seek~~is ~~further~~attached ~~Limited~~hereto ~~Waivers~~as ~~with~~Exhibit ~~Blue Torch, although we cannot assure you that Blue Torch would be willing to grant additional waivers~~99.1 ~~If the Company failed to obtain a waiver or extension, the Company would be in default under the Financing Agreement~~ and ~~the~~is ~~lenders~~incorporated ~~would~~herein beby ~~able to exercise remedies available to them under the Financing Agreement~~reference. For further information on the terms of the Financing Agreement please refer to our Amended Annual Report on Form 10-K/A for the fiscal year ended June 30, 2022, filed with the SEC on November 22, 2022.

~~ITEM~~Cautionary ~~9.01~~Statements ~~FINANCIAL~~Regarding ~~STATEMENTS~~Trading ~~AND~~in ~~EXHIBITS~~the Company’s Securities

The Company’s security holders are cautioned that trading in the Company’s securities during the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Cases. The Company currently does not expect that holders of the Company’s common stock or other equity securities will receive any payment or other distribution on account of those securities in the Cases given the expected sales proceeds (which currently consist of a credit bid and the assumption of certain liabilities of the Debtors) and the amount of the Debtors’ liabilities to more senior creditors. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements about the Company’s plans to sell its assets pursuant to chapter 11 of the Bankruptcy Code and the timing of such sales and ability to satisfy closing conditions; the Company’s intention to continue operations during the Cases; the Company’s belief that the 363 Sale Process will be in the best interest of the Company and its stakeholders; and other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks associated with the potential adverse impact of the Cases on the Company’s

liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Cases and to maintain contracts that are critical to its operations; the outcome and timing of the Cases and any potential asset sale; the effect of the filing of the Cases and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Cases or the Sale Transaction; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of any distributions, if any, to the Company’s stakeholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
10.1						Eighth Amendment to the Second A&R Limited Waiver
99.1						Press release dated December 7, 2023
104						Cover 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: December 5, 2023	By:	/s/ Derek McKinney
Date: December 7, 2023	By:	/s/ Derek McKinney
		(Signature)
		Derek McKinneyGeneral Counsel and Corporate Secretary

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