trka-202207110001021096FALSE00010210962022-07-012022-07-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 11, 2022
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| Troika Media Group, Inc. | |
| (Exact name of registrant as specified in its charter) | |
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| Nevada | | 001-40329 | | 83-0401552 | |
| (State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) | |
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| 1715 N. Gower Street, Los Angeles, CA | | 90028 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code 323-965-1650
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares $0.01 par value | TRKA | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS, APPOINTMENT OF PRINCIPAL OFFICERS;
Director Resignations
On July 11, 2022, Robert Machinist, the Chairman of the Board of Directors (the “Board”) of Troika Media Group, Inc. (the “Company”), notified the Company of his resignation from the Board, effective immediately. Mr. Machinist has served on the Board since March 2018. Mr. Machinist’s decision to resign from the Board is due to the Company’s ongoing efforts to align its resources with its current strategy and operations and not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On July 11, 2022, John Belniak, a member of the Board notified the Company of his resignation from the Board, effective immediately. Mr. Belniak has served on the Board since April 2022. Mr. Belniak's decision to resign from the Board is due to the Company’s ongoing efforts to align its resources with its current strategy and operations and not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company wishes to express its gratitude to Mr. Machinist and Mr. Belniak for their contributions to the Board.
The board intends to elect a new Chairman to the Board in the near term.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Troika Media Group, Inc. |
| (Registrant) |
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| Date: July 11, 2022 | By: | /s/ Sid Toama |
| | (Signature) |
| | Sid Toama
Chief Executive Officer |