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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