Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On May 12, 2023, Troika Media Group, Inc. (the "Company") filed with the Secretary of the State of Nevada, Certificates of Withdrawal (the "Certificates of Withdrawal") of the Certificates of Designation of Preferences, Rights and Limitations previously filed with Secretary of State with respect to the Company's (i) Series B Preferred Stock, (ii) Series C Preferred Stock, and (iii) Series D Preferred Stock (together, the "Previously Designated Series"). At the time of the filing of the Certificates of Withdrawal, no shares of any of the Previously Designated Series were outstanding. The Certificates of Withdrawal were effective upon filing, and eliminated from our Articles of Incorporation all matters set forth in the previously-filed Certificates of Designation of Preferences, Rights and Limitations with respect to the Previously Designated Series. As a result, the only designated series of preferred stock is the Series E Preferred Stock, par value $0.01 per share.

The foregoing descriptions of the Certificates of Withdrawal do not purport to be complete and are qualified in their entirety by reference to the Certificates of Withdrawal, copies of which are filed as Exhibits 3.1, 3.2 and 3.3 hereto and each of which is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.



(d)                Exhibits

  3.1                Certificate of Withdrawal of Designation of Series B Preferred Stock
  3.2                Certificate of Withdrawal of Designation of Series C Preferred Stock
  3.3                Certificate of Withdrawal of Designation of Series D Preferred Stock
104                Cover Page Interactive Data File (embedded within the Inline XBRL document)

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