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

 

Date of Report (Date of earliest event reported) June 7, 2022

 

Troika Media Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-40329

 

83-0401552

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1715 N. Gower Street, Los Angeles, CA

 

90028

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code 323-965-1650

 

N/A

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares $0.01 par value

TRKA

The NASDAQ Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

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. As part of his employment agreement, Mr. Broderick was entitled to severance and certain other benefits which were incorporated into a severance agreement. The severance agreement provided for a severance equal to one (1) year at his current salary which will be paid in two (2) equal instalments payable on June 30, 2022 and September 30, 2022. All options or restricted stock units (“RSUs”) held by Mr. Broderick shall no longer be subject to continued employment with the Company. The Company and Mr. Broderick exchanged mutual releases and waivers of claims against each other.

 

On June 7, 2022, Kyle Hill, President of Troika IO, tendered his resignation to the Company for personal reasons unrelated to the management or operations of the Company. As part of Mr. Hill’s severance agreement, he was afforded nine (9) months of severance at his current salary which shall end on March 15, 2023. Mr. Hill also agreed to return 1,231,967 shares of common stock provided to him as part of the purchase price for Redeeem, LLC. Such shares were provided to him at a price of $2.67 per share, or approximately $3,289,351, as provided in the Redeeem, LLC transaction documents. Mr. Hill remains subject to any lock-up agreements associated with his retained equity. The Company and Mr. Hill exchanged mutual releases and waivers of claims against each other.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Number

 

Description

10.1

 

Confidential Separation and Waiver and Release Agreement between Troika Media Group, Inc. and Kyle Hill

 

 

 

10.2

 

Separation Agreement between Troika Media Group, Inc. and Christopher Broderick

 

 

 

104

 

Cover Page Interactive Data File (embedded within Inline XBRL document).

       

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Troika Media Group, Inc.

 

(Registrant)

 

     
Dated: June 13, 2022 /s/ Sid Toama

 

(Signature)  
  Sid Toama  
  Chief Executive Officer  

 

 

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