Troika Media : Accelaration/Increase of Financial Obligation – Form 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

Report Date (date of earliest reported event) October 4, 2022

Troika Media Group, Inc.

(Exact name of the registrant as stated in its statutes)

Nevada

001-40329

83-0401552

(State or other jurisdiction
the foundation)

(Commission
file number)

(IRS employer
Identification Number)

25 West 39th Street New York, NY

10018

(address of the head office)

(Postal code)

Telephone number of the registrant, including area code (212) 213-0111

N / A

(Previous name or address if changed since last report.)

Check the appropriate box below if the submission of Form 8-K is intended to concomitantly comply with the registrant’s submission obligation under any of the following provisions (see General Instruction A.2. below):

O

Written notices required by Rule 425 of the Securities Act (17 CFR 230.425)

O

Obtaining Material Pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

O

Pre-Commencement Notices Pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

O

Pre-Commencement Notices Pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

title of each class

Trade Symbol(s)

Name of each exchange that is registered on

Common stock $0.01 par value

TRKA

The NASDAQ capital market

Indicate by ticking whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 240.12b-2 of this chapter) defined chapter).

Emerging growth company

If this is an emerging growth company, indicate by ticking whether the registrant has elected not to use the extended grace period to comply with new or revised accounting standards under Section 13(a) of the Stock Exchange Act. O

Item 2.04 Triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement.

On October 3, 2022, Blue Torch Finance LLC (“Blue Torch”) notified us that certain events of default have occurred and continue from time to time under the Finance Agreement dated March 21, 2022 by and between us, the Lenders Party (the “Lenders”) and Blue Torch as collateral and administration agent for the Lenders (the “Finance Agreement”) and that its limited waiver of such Events of Default had expired.

Blue Torch has alleged that the Default Events relate to our failure to meet certain financial and non-financial covenants under the Financing Agreement. In its notice to us, Blue Torch has confirmed that the Agents (as defined in the Financing Agreement) and the Lenders have not waived any of the Declared Defaults and that the Agents and the Lenders reserve all of their rights and remedies under the Financing Agreement, the Loan Documents (as defined in the Financing Agreement) and all applicable laws relating to the specified events of default, including but not limited to: (i) the right to expedite the Obligations (as defined in the Financing Agreement) and immediate payment in full of all collect amounts due under the Financing Agreement and Loan Documents from the Borrower and other Lending Parties (as defined in the Financing Agreement); (ii) the right to require obligors to secure in cash any debt that is contingent or not yet due and payable; (iii) the right to repossess any or all of the Collateral and take any other action in relation thereto; and (iv) the right to take any action and exercise any remedy available to the Agents and/or the Lenders pursuant to the Loan Documents and applicable law.

The Company is currently engaged in good faith negotiations with Blue Torch, as the lenders’ representative, to amend the financing agreement and resolve the defaults, although we cannot assure you that we will be successful in doing so. For additional information regarding the terms of the financing agreement, please see our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on September 28, 2022

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly arranged for this report to be signed on its behalf by the undersigned, duly authorized hereby.

Troika Media Group, Inc.

(registrant)

Date: October 4, 2022

Through:

/s/ Erika Naidrich

(Signature)

Erika Naidrich
CFO

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