0001628280-22-030582.txt : 20221121 0001628280-22-030582.hdr.sgml : 20221121 20221121172936 ACCESSION NUMBER: 0001628280-22-030582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221117 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20221121 DATE AS OF CHANGE: 20221121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Troika Media Group, Inc. CENTRAL INDEX KEY: 0001021096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 830401552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40329 FILM NUMBER: 221406826 BUSINESS ADDRESS: STREET 1: 25 WEST 39TH STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 323-965-1650 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: M2 nGage Group, Inc. DATE OF NAME CHANGE: 20160728 FORMER COMPANY: FORMER CONFORMED NAME: ROOMLINX INC DATE OF NAME CHANGE: 20040823 FORMER COMPANY: FORMER CONFORMED NAME: ARC COMMUNICATIONS INC DATE OF NAME CHANGE: 19990527 8-K 1 trka-20221122x8k.htm 8-K Document

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) November 17, 2022
Troika Media Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada 001-40329 83-0401552
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
25 West 39th Street New York, NY 10018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 213-0111
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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares $0.01 par valueTRKA
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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING


As previously disclosed by the Company in a Current Report on Form 8-K filed on May 25, 2022, on May 20, 2022, the Company received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for thirty (30) consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2) ("Minimum Bid Price Rule"). The Company was provided 180 calendar days, or until November 16, 2022, to regain compliance with the Minimum Bid Price Rule.

As of November 16, 2022 the Company had not regained compliance with the Minimum Bid Price Rule. However, on November 17, 2022, the Company received a letter from Nasdaq granting the Company an additional 180 calendar days, or until May 15, 2023, to regain compliance with the Minimum Bid Price Rule.


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.
Troika Media Group, Inc.
(Registrant)
Date: November 21, 2022By:/s/ Erica Naidrich
(Signature)
Erica Naidrich
Chief Financial Officer