Aankondiging • Apr 12
Troika Media Group, Inc. Files Form 15 Troika Media Group, Inc. has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Common Shares under the Securities Exchange Act of 1934, as amended. The par value of the company's Common Shares was $0.001 per share. Aankondiging • Nov 21
Troika Media Group Receives Non-Compliance Notice From Nasdaq On November 17, 2023, Troika Media Group, Inc. (the “Company”) received a delinquency notification letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”). According to the letter from Nasdaq, the Company must submit a plan of compliance (the “Plan”) within sixty (60) days addressing how it intends to regain compliance with Nasdaq’s listing rules or otherwise file the Form 10-Q before the expiration of such sixty (60) day period. Aankondiging • Nov 15
Troika Media Group, Inc. announced delayed 10-Q filing On 11/14/2023, Troika Media Group, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Aankondiging • Oct 26
Troika Media Group, Inc. Resigns Grant Lyon as Member of the Board of Directors On October 25, 2023, Grant Lyon resigned as a member of the Board of Directors of the Troika Media Group, Inc. (the “Board”). Mr. Lyon will remain in his role as Interim Chief Executive Officer of the Company, and will continue to work closely with the Board and attend Board and Committee meetings as needed in his capacity as Interim Chief Executive Officer. Mr. Lyon’s resignation from the Board was not related to any disagreement on any matter related to the Company’s operations, policies, or practices. Aankondiging • Aug 25
Troika Media Group Announces Receipt of Delinquency Notification Letter from Nasdaq On August 24, 2023, Troika Media Group, Inc. announced that it received a delinquency notification letter from Nasdaq on August 22, 2023 stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the Form 10-Q’). Nasdaq has informed the Company that the Company must submit a plan of compliance (the Plan’) within sixty (60) days addressing how it intends to regain compliance with Nasdaq's listing rules or otherwise file the Form 10-Q before the expiration of such sixty (60) day period. The Company will continue to work diligently to complete and file its Form 10-Q as soon as practicable and, if applicable, will work diligently to submit the Plan promptly and take the necessary steps to regain compliance as soon as practicable. Aankondiging • Aug 17
Troika Media Group, Inc. announced delayed 10-Q filing On 08/15/2023, Troika Media Group, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Aankondiging • Jun 23
Troika Media Group Regains Compliance with the Nasdaq's Minimum Bid Price Rule On June 20, 2023, the Listing Qualifications Department of The Nasdaq Stock Market (‘Nasdaq’) notified Troika Media Group, Inc. (the ‘Company’) that the Company had regained compliance with the Minimum Bid Price Rule based on the closing bid price of the Company’s common stock having been at $1.00 per share or greater for 10 consecutive business days. The Staff’s notification indicated that this matter is now closed. As previously disclosed, on May 16, 2023, the company received a Staff Delisting Determination (the ‘Staff Determination’) from the Listing Qualifications Department of The Nasdaq Stock Market (‘Nasdaq’) indicating that the Company was not in compliance with the $1.00 Minimum Bid Price requirement set in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the ‘Minimum Bid Price Rule’). Aankondiging • Jun 02
Troika Media Group Declares 1-for-25 Ratio for Reverse Stock Split to Satisfy the Minimum Bid Price Requirement for Continued Listing on The NASDAQ Capital Market On May 31, 2023, Troika Media Group, Inc. announced that it will effect a 1-for-25 reverse stock split of its outstanding common stock. This will be effective for trading purposes as of the commencement of trading on June 1, 2023. The reverse stock split was previously approved by the board of directors of the company in accordance with Nevada law, under which no stockholder approval is required, and is intended to increase the per share trading price of the company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market (Rule 5550(a)(1)). The company’s common stock will continue to trade on the NASDAQ Capital Market under the symbol "TRKA". As a result of the reverse stock split, every 25 pre-split shares of common stock outstanding will become one share of common stock. The reverse stock split will also proportionately reduce the number of shares of authorized common stock from 800,000,000 to 32,000,000. The reverse split will also apply to common stock issuable upon the exercise of TMG's outstanding warrants, convertible securities, RSUs and stock options. Aankondiging • May 19
Troika Media Group Announces Receipt of Staff Delisting Determination from Nasdaq Regarding Non-Compliance with Minimum Bid Price Rule Troika Media Group, Inc. announced receipt of a Staff Delisting Determination (the ‘Staff Determination’) from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (‘Nasdaq’). The Company was notified that Nasdaq has determined to delist the Company's securities from the Nasdaq Capital Market for failure to maintain a minimum bid price of $1.00 per share for thirty consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2) (the ‘Minimum Bid Price Rule’). The Company intends to appeal the Staff Determination by requesting a hearing (the ‘Hearing’) before a Nasdaq Hearings Panel (the ‘Panel’) to seek continued listing pending its return to compliance with the Minimum Bid Price Rule. The Hearing request will stay the delisting of the Company's securities pending the Panel's decision. According to the Staff Determination, hearings are typically scheduled to occur approximately 30-45 days after the date of a company's hearing request. As part of the plan to regain compliance with the Minimum Bid Price Rule, the Company intends to conduct a reverse stock split as soon as reasonably practicable, subject to applicable law and Nasdaq rules. The Company shall announce details of the reverse stock split in the coming days. Prior to March 31, 2023, the Company was prohibited from engaging in a reverse stock split under the terms of the agreements pursuant to which its Series E Preferred Stock was issued. As disclosed in the Company's public filings, effective March 31, 2023, the Company and the requisite parties to such agreements agreed to terminate those restrictions. Accordingly, the Company is now able to, and intends to, conduct a reverse stock split in order to regain compliance with the Minimum Bid Price Rule, subject to applicable law and Nasdaq rules. ‘Notwithstanding the Company's strong financial and operational performance amidst a major restructuring over the past year, our stock price continues to be depressed and severely undervalued, and unreflective of the Company's strong foundation as we head into what are historically the Company's most productive performance months in the middle of the year. The Company has decided to enact a reverse stock split to enhance shareholder value and further position the Company for long-term success. We also believe that having fewer shares in the public float may help deter improper trading activities such as short selling which is a topic of concern in today's market,’ said the Company's Chief Executive Officer, Sid Toama. ‘We believe the per-share market price will make the Company more desirable to a broader audience of institutional investors and brokerage firms who have been restricted from participating in a stock like TMG due to its price level.’ said Randall Miles, Chairman of the Board of Directors. ‘The preservation of the Company's listing with Nasdaq is critical to allow the Company to continue its growth trajectory and to build on our collaboration with Jefferies LLC to optimize the Company's balance sheet and address its legacy capital structure, including redeeming its senior secured debt and to execute on strategic opportunities,’ added Mr. Miles. The Company believes effecting the reverse stock split and maintaining its Nasdaq listing will also help facilitate completing a suitable transaction to reduce its debt service costs and optimize its capital structure, which, as previously disclosed, the Company continues to pursue. As previously announced, the Company's engagement with Jefferies LLC as its exclusive investment banking firm has yielded interest from several bidders as part of the process which the Company continues to evaluate. The Company has the ability to execute one or more transactions to optimize the Company's capital structure, improve its balance sheet and reduce its debt servicing having undergone a transformative period since the acquisition of Converge Direct in March 2022. There can be no assurance that the Panel will determine to continue to allow the listing of the Company's securities on the Nasdaq Capital Market, or that the Company will consummate a reverse stock split or any other transaction, including a refinancing or sale transaction, and on what terms. Aankondiging • Nov 22
Troika Media Group Receives a Letter from Nasdaq As previously disclosed by Troika Media Group, Inc. 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. Aankondiging • Nov 15
Troika Media Group, Inc. Announces Board Appointments Troika Media Group, Inc. announced the appointment of two additional independent directors to add depth and experience to the board. The appointment of Jeffrey Stein and Grant Lyon to the Board of Directors adds awealth of commercial, operational, and restructuring experience that deepens the board's ability to provide strategic and operational support to the management team. Both have extensive public board experience and their addition compliments the restructuring measures the company has undertaken to deliver sustainable growth and profitability as company refine strategy to focus on the strengths acquired through the acquisition of Converge. Aankondiging • Nov 05
Troika Media Group, Inc., Annual General Meeting, Dec 15, 2022 Troika Media Group, Inc., Annual General Meeting, Dec 15, 2022, at 10:00 US Eastern Standard Time. Agenda: To consider and approve the election of Directors; to consider the ratification of Appointment of Independent Auditor; and to consider the advisory Vote on 2022 Executive Compensation. Aankondiging • Oct 20
Blue Torch Finance LLC and Troika Media Group, Inc. Enter into Limited Waiver of All Events of Default Under the Financing Agreement On October 14, 2022 Blue Torch Finance LLC (Blue Torch) and Troika Media Group, Inc. entered into a Limited Waiver of all events of default that are continuing under the Financing Agreement dated March 21, 2022, by and among the Company, the lenders from time to time party thereto (the "Lenders"), and Blue Torch as collateral agent and administrative agent for the Lenders (the “Financing Agreement”). The Limited Waiver will expire on October 28, 2022, if not terminated earlier by Blue Torch (“Waiver Period”). The Limited Waiver concerns events of default that relate to the Company’s failure to satisfy certain financial and non-financial covenants under the Financing Agreement. The Company is currently engaged in good faith negotiations with Blue Torch, as agent for the Lenders, to amend the Financing Agreement and cure the events of default, although the company cannot assure that it will be successful in doing so. If the Company is unsuccessful in renegotiating the Financing Agreement and curing the continuing events of default by the expiration of the Waiver Period, the Company intends to seek further Limited Waivers with Blue Torch, although the company cannot assure that Blue Torch would be willing to grant additional waivers. Reported Earnings • Sep 29
Full year 2022 earnings released Full year 2022 results: US$0.79 loss per share. Revenue: US$116.4m (up US$100.2m from FY 2021). Net loss: US$38.7m (loss widened 142% from FY 2021). Revenue is forecast to grow 56% p.a. on average during the next 2 years, compared to a 5.1% growth forecast for the Media industry in Germany. Board Change • Sep 09
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. 1 experienced director. No highly experienced directors. Director Tom Ochocki is the most experienced director on the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 