Item 8.01 Other Events.
Troika Media Group, Inc. (the "Company") announced that it had filed a shelf
registration statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission ("SEC") on April 7 2023. The Company had
previously announced on February 22, 2023 a process to optimize the Company's
balance sheet and address its legacy capital structure, including its senior
secured debt and to explore strategic alternatives. The Company filed the
Registration Statement at this time to provide it with additional alternatives
in connection with that process. The Company may not sell securities pursuant to
the Registration Statement until it is declared effective by the SEC, and there
can be no assurance as to whether or when such event will occur. A copy of the
press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company, nor shall there
be any offer, solicitation, or sale of securities of the Company in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
99.1 Press Release dated April 11, 2023
Cover Page Interactive Data File (embedded within the Inline
104 XBRL document).
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