Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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’). Duyuru • 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. Duyuru • 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 released: US$0.79 loss per share (vs US$0.41 loss in FY 2021) Full year 2022 results: US$0.79 loss per share (further deteriorated from US$0.41 loss in FY 2021). 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 • 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. Duyuru • Jul 19
Troika Media Group, Inc. Elects Randall Miles as a Director as Well as Chairman of the Board On July 15, 2022, Randall Miles, was elected as a director as well as Chairman of the Board of Directors of Troika Media Group, Inc. Mr. Miles, age 66, serves as Chairman & CEO of SCM Capital Group, a global transaction and strategic advisory firm. In addition, Mr. Miles sits on the boards of eXp World Holdings, Inc. as Vice Chairman, and private equity backed Arthur H Thomas Companies as Vice Chairman, and Kuity, Inc. as Chairman. For over 30 years Mr. Miles has held senior executive leadership positions in global financial services, financial technology, and investment banking companies. His extensive investment banking background at bulge bracket, regional and boutique firms advising companies on strategic and financial needs, has crossed many disciplines while serving as CEO, Executive Committee Chair, Head of FIG, Head of M&A, and other responsibilities. Mr. Miles’ transactional and advisory experience is complemented by leadership of public and private equity backed financial technology, specialty finance, and software companies: Chairman and CEO at LIONMTS, where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp., and CEO of Advantage Funding /NAFCO Holdings. Mr. Miles will also serve as the Chairman of the Audit Committee of the Board and as a member of the Compensation Committee of the Board. Duyuru • Jul 13
Troika Media Group, Inc. Announces Board Resignations On July 11, 2022, Robert Machinist, the Chairman of the Board of Directors of Troika Media Group, Inc., 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 board intends to elect a new Chairman to the Board in the near term. Duyuru • Jul 11
Troika Media Group Receives Non-Compliance Letter from Nasdaq On July 1, 2022, Troika Media Group, Inc. (Troika" or the Company") received a notice (the Notice") of failure to satisfy a continued listing standard from Nasdaq under its Listing Rules 5620(a) and 5810 (c)(2)(G). The Notice indicated that the Company has not yet held an annual meeting of shareholders within twelve months of the June 30, 2021 fiscal year end. The Company now has 45 days to submit a plan to regain compliance. If that plan is accepted by Nasdaq, then Troika may be granted an exception of up to 180 calendar days from the date of its June 30, 2022 fiscal year end (e.g., December 27, 2022) to regain compliance. The Company's failure to regain compliance with standards for continued listing would result in the ultimate de-listing of its common stock from Nasdaq. The Company intends to respond to the Notice with a plan designed to regain compliance in accordance with the requirements of the Notice and the Nasdaq listing standards. The Notice is in addition to the previously disclosed non-compliance letter that the Company received on May 20, 2022 relating to 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). The Company has one hundred eighty (180) calendar days from May 20, 2022 to regain compliance by the closing bid price of the Company's common stock being at least $1.00 per share for ten (10) consecutive business days. Duyuru • Jun 14
Troika Media Group, Inc Announces Resignation of Christopher J. Broderick, Chief Operating Officer and Former Chief Financial Officer of On June, 8, 2022, Christopher J. Broderick, Chief Operating Officer and former Chief Financial Officer of Troika Media Group, Inc. (the Company"), resigned effective June 10, 2022, for personal reasons unrelated to the management or operations of the Company. He had maintained his position with the Company since 2017. His departure follows the Company's recent acquisition of Converge Direct. Duyuru • May 27
Troika Media Group, Inc. Receives A Non-Compliance Letter from Nasdaq On May 20, 2022, Troika Media Group, Inc. 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). The Company has one hundred eighty (180) calendar days from May 20, 2022 to regain compliance by the closing bid price of the Company’s common stock being at least $1.00 per share for ten (10) consecutive business days. An indication will be displayed with quotation information related to the Company’s securities. Duyuru • May 18
Troika Media Group, Inc. announced delayed 10-Q filing On 05/17/2022, Troika Media Group, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Duyuru • Apr 21
Troika Media Group, Inc. Announces Board Changes On April 15, 2022, Daniel Pappalardo, President of Troika Design Group and a member of the Troika Media Group, Inc.'s Board of Directors, resigned for personal reasons. Mr. Pappalardo will be replaced by Mr. Kevin Aratari, Troika Design Group's current Head of Business Development. Board Change • Mar 14
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 • Feb 15
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 7.9% growth forecast for the industry in Germany. Duyuru • Feb 15
Troika Media Group, Inc. Provides Revenue Guidance for the Year 2022 Troika Media Group, Inc. provided revenue guidance for the year 2022. For the year, the company believe staffing has been optimized to successfully service expected revenue growth for the remainder of fiscal year 2022. Reported Earnings • Nov 20
First quarter 2022 earnings released: US$0.052 loss per share (vs US$0.22 loss in 1Q 2021) The company reported a solid first quarter result with reduced losses, improved revenues and improved control over expenses. First quarter 2022 results: Revenue: US$8.35m (up 102% from 1Q 2021). Net loss: US$2.14m (loss narrowed 45% from 1Q 2021). Board Change • Nov 02
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. 