Announcement • 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. Announcement • 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. Announcement • 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. Announcement • 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. Announcement • 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. Announcement • 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. Announcement • 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’). Announcement • 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. Announcement • 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. Reported Earnings • Sep 29
Full year 2022 earnings: EPS and revenues miss analyst expectations 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 missed analyst estimates by 67%. Earnings per share (EPS) were also behind analyst expectations. Revenue is forecast to grow 56% p.a. on average during the next 2 years, compared to a 2.7% growth forecast for the Media industry in the US. Board Change • Aug 17
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. Board Change • Apr 27
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 5 non-independent directors. Independent Director Marty Pompadur was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Feb 16
Second quarter 2022 earnings: Revenues and EPS in line with analyst expectations Second quarter 2022 results: US$0.094 loss per share (down from US$0.035 loss in 2Q 2021). Revenue: US$6.99m (up 57% from 2Q 2021). Net loss: US$4.11m (loss widened US$3.49m from 2Q 2021). Revenue was in line with analyst estimates. Over the next year, revenue is forecast to grow 145%, compared to a 6.6% growth forecast for the industry in the US. Board Change • Dec 29
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 4 non-independent directors. Independent Director Marty Pompadur was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Oct 01
Full year 2021 earnings released: US$1.03 loss per share (vs US$1.35 loss in FY 2020) The company reported a soft full year result with weaker revenues and control over costs, although losses reduced. Full year 2021 results: Revenue: US$16.2m (down 34% from FY 2020). Net loss: US$16.0m (loss narrowed 23% from FY 2020). Announcement • Aug 12
Troika Media and Pac-12 Networks Announce 2021 Network Rebrand Troika Media Group, Inc. launched a rebrand in partnership with the Pac-12 Networks, designed to inspire Pac-12 fans, unify the brand across multiple platforms and highlight the unique natural surroundings associated with the Pac-12 group of universities. Pac-12 Networks is the content arm of the Pac-12 Conference, providing a home for 12 schools and over 1,000 student-athletes. The rebrand will roll out across Pac-12 Networks’ linear and digital platforms throughout the coming weeks leading up to the 2021 football season, including broadcast, digital, social, Out-of-Home and in-stadium assets. Pac-12 Network’s New Brand: TMG was chosen by Pac-12 Networks because of its proven sports brand-building expertise and deep understanding of the unique regionality of sports fans. Working with Pac-12 Networks and their creative team, led by Creative Director Brandon Bautista, TMG helped tell the authentic story of a collegiate athletic conference nicknamed the "Conference of Champions", having won more NCAA national championships in team sports than any other conference in history. The Conference’s member schools are located in the states of Arizona, California, Colorado, Oregon, Utah and Washington and the rebrand takes advantage of these western states’ abundant natural beauty, highlighting the power of nature in motion to showcase the bold, energetic and forward-looking culture of the Pac-12 and the Western region. The new look is designed to inspire fans and elevate their experience through the unique vitality and spirit of every Pac-12 university. Working with Pac-12 Networks, TMG’s rebranding included the following: Brand strategy, including positioning, personality and brand essence; On-air Network IDs, live event packaging, show packaging, unique school-by-school brand and player assets; Brand tool kits to unite the brand across every touchpoint; Image spots to announce the new brand both on Network and everywhere the Pac-12 plays; and Imagery from all of the regions in which the Pac-12 lives - ocean, desert, forest and mountains. Reported Earnings • Jun 05
Third quarter 2021 earnings released: US$0.31 loss per share (vs US$0.51 loss in 3Q 2020) The company reported a solid third quarter result with reduced losses, improved revenues and improved control over expenses. Third quarter 2021 results: Revenue: US$3.85m (up 6.5% from 3Q 2020). Net loss: US$4.68m (loss narrowed 40% from 3Q 2020). Announcement • May 26
Troika Media Group, Inc. (NasdaqCM:TRKA) entered into agreement to acquire Substantially all of the assets and certain liabilities of Redeeem, LLC for $12.3 million. Troika Media Group, Inc. (NasdaqCM:TRKA) entered into agreement to acquire Substantially all of the assets and certain liabilities of Redeeem, LLC for $12.3 million on May 21, 2021. Under the terms of the transaction, consideration is payable as $1.21 million in cash and $10.89 million of Troika common stock that vests over three years from the Closing and the assumption by Troika of approximately $165,000 in specified Redeeem liabilities. The transaction includes asset purchase of Redeeem and associated intellectual property and know how. Troika Media Group is adding 10 new employees in the purchase of Redeeem, including Kyle Hil, Founder and Chief Executive Officer of Redeem and Troika Media Group, Inc. (NasdaqCM:TRKA) entered into agreement to acquire Substantially all of the assets and certain liabilities of Redeeem, LLC for $12.3 million will hire Redeeem employees with budget compensation for $1,304,000 for the for the next twelve months. Osler, Hoskin & Harcourt LLP acted as legal advisor to Redeeem, LLC. Davidoff Hutcher & Citron LLP acted as legal advisor to Troika Media Group, Inc.
Troika Media Group, Inc. (NasdaqCM:TRKA) completed the acquisition of Substantially all of the assets and certain liabilities of Redeeem, LLC on May 24, 2021.