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) May 5, 2023

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares $0.001 par value	TRKA	The NASDAQ Capital Market
Redeemable Warrants to acquire Common Shares	TRKAW	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 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.

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: May 5, 2023	By:	/s/ Erica Naidrich
		(Signature)
		Erica Naidrich Chief Financial Officer