(Check one:)

☒   Form 10-K

☐   Form 20-F

☐   Form 11-K

☐   Form 10-Q

☐   Form 10-D

☐   Form N-SAR

☐   Form N-CSR

For Period Ended: June 30, 2021                            

☐   Transition Report on Form 10-K

☐   Transition Report on Form 11-K

☐   Transition Report on Form N-SAR

☐   Transition Report on Form 20-F

☐   Transition Report on Form 10-Q

For the Transition Period Ended: _______________

Full Name of Registrant: Troika Media Group, Inc.

Former Name if applicable:

Address of Principal Executive Office: 1715 N. Gower Street, Los Angeles, CA 90028

☒

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification:

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding twelve months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s)

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Our revenues for the fiscal years ended June 30, 2021 and 2020 were $16,192,000 and $24,613,000, respectively, a decrease of approximately $8,421,000 or 34.2%. This decrease is predominantly due to the underperformance of both the UK and US subsidiaries of Mission-Media Holdings Limited as a result of the COVID pandemic.

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Troika Media Group, Inc.

Date: September 28, 2021

By:

Christopher Broderick

Chief Financial Officer

3