0001021096FALSE00010210962023-08-222023-08-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
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 (August 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This Amendment No. 1 on Form 8-K/A (this “Amended 8-K”) is being filed to amend the disclosure under Item 5.02 of the Current Report on Form 8-K filed by Troika Media Group, Inc. (the “Company”) with the Securities and Exchange Commission on August 15, 2023 (the “Original 8-K”). The purpose of this Amended 8-K is to add as an exhibit the letter received by the Company on August 18, 2023 from Mr. Toama (the “Toama Response Letter”). In the Toama Response Letter, Mr. Toama disputes that the Company had grounds to terminate his employment for “Cause” under the terms of his employment agreement and argues that he is entitled to, among other things described therein, severance and the full amount of his retention bonus. The foregoing summary is qualified in its entirety by reference to the Toama Response Letter, a copy of which is filed as Exhibit 17.1 hereto and which is incorporated by reference herein. The Company strongly disputes Mr. Toama’s characterization of his termination and recitation of certain events. Other than to the extent amended hereby, the disclosure contained in the Original 8-K is unchanged.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain information has been redacted. The Company hereby undertakes to furnish supplemental copies with the redacted information upon request by the U.S. Securities and Exchange Commission.
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 22, 2023By:/s/ Derek Mckinney
(Signature)
Derek McKinney
General Counsel and Corporate Secretary

 

 

 

 
v3.23.2
Cover
Aug. 22, 2023
Cover [Abstract]  
Document Type 8-K/A
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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