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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