UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

SEC File Number: 001-40329

CUSIP Number: 89689F305

 

(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:  March 31, 2022

 

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

 

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

 

☐ Transition Report on Form N-SAR

 

 

 

 

 

For the Transition Period Ended:

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:  Not applicable

 

PART I - REGISTRANT INFORMATION

 

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

 

 

 

 

PART II - RULE 12B-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed:  (Check box if appropriate)

 

(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.

 

PART III - NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, NCSR, or the transition report or portion thereof, could not be filed within the prescribed period.

 

Troika Media Group, Inc. (the “Company”) could not complete the filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2022 due to delays in obtaining and compiling information to be included in its Form 10-Q, including, but not limited to, our XBRL filing, which delay could not be eliminated by the Company without unreasonable effort and expense.

 

PART IV - OTHER INFORMATION

 

(1)

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

 

Christopher Broderick, Chief Financial Officer (201) 695-8020

 

(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)

 

☒  Yes          ☐  No

 

(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?

 

☒  Yes          ☐  No

 

 

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 three months ended March 31, 2022 and 2021 were $20,481,000 and $3,854,000 respectively, an increase of approximately $16,627,000 or 431%. This increase is overwhelming attributable to the acquisition of Converge Direct LLC and affiliates on March 22, 2022 who recognized a total of $11,134,000 in revenue.

 

 

2

 

 

Troika Media Group, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Troika Media Group, Inc.

 

 

 

 

 

Date:  May 16, 2022

By:

/s/ Christopher Broderick

 

 

 

Christopher Broderick

 

 

 

Chief Financial Officer

 

 

3

 

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