Item 8.01 Other Events.
On April 28, 2023, Blue Torch Finance LLC ("Blue Torch") and Troika Media Group,
Inc. ("the Company") entered into a letter agreement (the "April 28 Extension
Letter") that extends certain sale and refinancing milestones set forth in a
side letter agreed by the Company and Blue Torch in connection with that certain
Amended and Restated Limited Waiver dated February 10, 2023 (the "A&R Limited
Waiver"). The April 28 Extension Letter amends and supersedes that certain
letter agreement entered into by the Company and Blue Torch on April 14, 2023.
The foregoing summary does not purport to be complete and is subject to, and
qualified in its entirety by, the Company's public filings with the Commission,
including the A&R Limited Waiver attached as Exhibit 99.1 to the Company's
Current Report on Form 8-K filed with the Commission on February 16, 2023.
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TROIKA MEDIA GROUP, INC. 
