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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/22/21 Troika Media Group, Inc. S-1/A 93:9.2M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 77K
(General Form)
2: EX-23.1 Consent of Rbsm LLP HTML 23K
9: R1 Cover HTML 38K
10: R2 Condensed Consolidated Balance Sheets HTML 135K
11: R3 Condensed Consolidated Balance Sheets HTML 54K
(Parenthetical)
12: R4 Condensed Consolidated Statements of Operations HTML 150K
and Comprehensive Loss (Unaudited)
13: R5 Condensed Consolidated Statement of Stockholders HTML 147K
Equity (Deficit) (Unaudited)
14: R6 Condensed Consolidated Statements of Cash Flows HTML 180K
(Unaudited)
15: R7 Presentation of the Financial Statements HTML 202K
16: R8 Property and Equipment HTML 42K
17: R9 Acquisitions HTML 46K
18: R10 Intangible Assets HTML 51K
19: R11 Accounts Payable Accrued Expenses HTML 35K
20: R12 Convertible Notes Payable HTML 53K
21: R13 Note Payable Related Party HTML 46K
22: R14 Contract Liabilities HTML 28K
23: R15 Deferred Rent HTML 30K
24: R16 Lease Liabilities HTML 126K
25: R17 Liabilities of Discontinued Operations HTML 30K
26: R18 Legal Contingencies HTML 33K
27: R19 Stockholders Equity HTML 229K
28: R20 Income Taxes HTML 87K
29: R21 Disaggregation of Revenue Long-Lived Assets HTML 171K
30: R22 Subsequent Events HTML 41K
31: R23 Presentation of the Financial Statements HTML 245K
(Policies)
32: R24 Presentation of the Financial Statements (Tables) HTML 85K
33: R25 Acquisitions (Tables) HTML 42K
34: R26 Property and Equipment (Tables) HTML 39K
35: R27 Intangible Assets (Tables) HTML 46K
36: R28 Accounts Payable Accrued Expenses (Tables) HTML 35K
37: R29 Convertible Notes Payable (Tables) HTML 35K
38: R30 Note Payable Related Party (Tables) HTML 40K
39: R31 Contract Liabilities (Tables) HTML 27K
40: R32 Deferred Rent (Tables) HTML 29K
41: R33 Lease Liabilities (Tables) HTML 105K
42: R34 Liabilities of Discontinued Operations (Tables) HTML 28K
43: R35 Stockholders Equity (Tables) HTML 211K
44: R36 Income Taxes (Tables) HTML 74K
45: R37 Disaggregation of Revenue Long-Lived Assets HTML 175K
(Tables)
46: R38 Presentation of the Financial Statements (Details) HTML 71K
47: R39 Presentation of the Financial Statements (Details HTML 108K
Narrative)
48: R40 Acquisitions (Details) HTML 32K
49: R41 Acquisitions (Details 1) HTML 46K
50: R42 Acquisitions (Details 2) HTML 28K
51: R43 Acquisitions (Details Narrative) HTML 47K
52: R44 Property and Equipment (Details) HTML 40K
53: R45 Property and Equipment (Details Narrative) HTML 32K
54: R46 Intangible Assets (Details) HTML 41K
55: R47 Intangible Assets (Details 1) HTML 39K
56: R48 Intangible Assets (Details Narrative) HTML 31K
57: R49 Accounts Payable (Details) HTML 35K
58: R50 Accounts Payable (Details Narrative) HTML 25K
59: R51 Convertible Notes Payable (Details) HTML 43K
60: R52 Convertible Notes Payable (Details Narrative) HTML 148K
61: R53 Notes Payable Related Party (Details) HTML 41K
62: R54 Notes Payable Related Party (Details Narrative) HTML 60K
63: R55 Contract Liabilities (Details) HTML 30K
64: R56 Deferred Rent (Details) HTML 32K
65: R57 Lease Liabilities (Details) HTML 91K
66: R58 Lease Liabilities (Details 1) HTML 27K
67: R59 Lease Liabilities (Details 2) HTML 29K
68: R60 Lease Liabilities (Details Narrative) HTML 95K
69: R61 Legal Contingencies (Details Narrative) HTML 28K
70: R62 Liabilities of Discontinued Operations (Details) HTML 30K
71: R63 Liabilities of Discontinued Operations (Details HTML 34K
Narrative)
72: R64 Stockholders Equity (Details) HTML 40K
73: R65 Stockholders Equity (Details 1) HTML 93K
74: R66 Stockholders Equity (Details 2) HTML 58K
75: R67 Stockholders Equity (Details 3) HTML 40K
76: R68 Stockholders Equity (Details 4) HTML 93K
77: R69 Stockholders Equity (Details 5) HTML 48K
78: R70 Stockholders Equity (Details Narrative) HTML 162K
79: R71 Income Taxes (Details) HTML 28K
80: R72 Income Taxes (Details 1) HTML 60K
81: R73 Income Taxes (Details 2) HTML 46K
82: R74 Income Taxes (Details 3) HTML 64K
83: R75 Income Taxes (Details Narrative) HTML 39K
84: R76 Disaggregation of Revenue Long-Lived Assets HTML 38K
(Details)
85: R77 Disaggregation of Revenue Long-Lived Assets HTML 33K
(Details 1)
86: R78 Disaggregation of Revenue Long-Lived Assets HTML 30K
(Details 2)
87: R79 Disaggregation of Revenue Long-Lived Assets HTML 35K
(Details 3)
88: R80 Disaggregation of Revenue Long-Lived Assets HTML 62K
(Details 4)
89: R81 Disaggregation of Revenue Long-Lived Assets HTML 62K
(Details 5)
90: R82 Subsequent Events (Details Narrative) HTML 183K
92: XML IDEA XML File -- Filing Summary XML 176K
91: EXCEL IDEA Workbook of Financial Reports XLSX 172K
3: EX-101.INS XBRL Instance -- troi-20210331 XML 4.06M
6: EX-101.CAL XBRL Calculations -- troi-20210331_cal XML 198K
8: EX-101.DEF XBRL Definitions -- troi-20210331_def XML 955K
5: EX-101.LAB XBRL Labels -- troi-20210331_lab XML 1.47M
7: EX-101.PRE XBRL Presentations -- troi-20210331_pre XML 1.32M
4: EX-101.SCH XBRL Schema -- troi-20210331 XSD 324K
93: ZIP XBRL Zipped Folder -- 0001477932-21-004843-xbrl Zip 287K
As filed with the Securities and Exchange Commission on July 22, 2021
Registration Statement No. 333-258055
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| TROIKA MEDIA GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 7311 |
| 83-0401552 |
| (State or other jurisdiction of |
| (Primary Standard Industrial |
| (IRS Employer Identification No.) |
1715 N. Gower St.
(323) 965-1650
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Robert Machinist, CEO
Troika Media Group, Inc.
1715 N. Gower St.
(323) 965-1650
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copy to:
Elliot H. Lutzker
Davidoff Hutcher & Citron LLP
605 Third Ave, 34th Floor
(212) 557-7200
Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an “emerging growth company.” See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging Growth Company | ☐ |
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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 7(a)(2)(B) of the Section Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
| Shares to be Registered (1) |
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| Proposed Maximum Aggregate Offering Price Per Share (2) |
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| Proposed Maximum Aggregate Offering Price (2) |
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Amount of Registration Fee (1)(2) |
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| Common stock, $0.001 par value per share (3) |
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| 4,076,362 |
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| $ | 2.60 |
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| $ | 10,598,541 |
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| $ | 1,156.30 |
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____________
| (1) | The registration fee for securities to be offered by the Selling Shareholders is calculated solely for its purpose of calculating the registration fee pursuant to Rule 457(c). |
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| (2) | Pursuant to Rule 457(c), the fee is based upon the average of the high and low prices of the Registrant’s Common Stock reported on the Nasdaq Capital Market on July 15, 2021. |
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| (3) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock registered hereby also include an indeterminate number of additional shares as may from time to time become issuable by reason of stock splits, distributions, recapitalizations or other similar transactions. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
Explanatory Note
This Amendment No. 1 to Form S-1 of Troika Media Group, Inc. is being filed solely to include the Interactive data files formatted in XBRL, which were not completed until the date of this filing.
| -ii- |
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
See the Exhibit Index on the page immediately following the signature page for a list of exhibits filed as part of this registration statement on Form S-1.
The following Exhibits are filed with this registration statement or incorporated by reference:
| Exhibit No. |
| Description |
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| Amended and Restated By-Laws of the Registrant adopted on March 29, 2021. (3) | |
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| II-1 |
| II-2 |
| II-3 |
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| 23.2 |
| Consent of Davidoff Hutcher & Citron LLP (contained in Exhibit 5.1). |
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| 101.INS |
| XBRL Instance Document* |
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| 101.SCH |
| XBRL Taxonomy Extension Schema Document* |
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| 101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document* |
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| 101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document* |
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| 101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document* |
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| 101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document* |
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| 101 |
| Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements* |
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| * | Filed with this Report. |
| (1) | Incorporated by reference to the Registrant’s Draft Registration Statement No. 333-254889 filed on March 19, 2021. |
| (2) | Incorporated by reference to the Registrant’s Draft Registration Statement No. 333-254889 filed on August 1, 2019 |
| (3) | Incorporated by reference to the Registrant’s Registration Statement No. 333-254889 filed on March 31, 2021, as amended on April 8, 2021 |
(b) Financial Statement Schedules
Financial Statement Schedules are omitted because the information is included in our financial statements or notes to those financial statements.
[SIGNATURE PAGE FOLLOWS]
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 22nd day of July 2021.
| TROIKA MEDIA GROUP, INC. | |||
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| By: | |||
| Name: | |||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Chairman and Chief Executive Officer |
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| (Principal Executive Officer) |
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| Chief Operating Officer/Interim CFO |
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| (Principal Financial and Accounting Officer) |
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| */s/ Jeff Kurtz |
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| Director |
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| */s/ Daniel Pappalardo |
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| President of Troika Design Group and Director |
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| Thomas Ochocki |
| Director |
| _____, 2021 |
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| Daniel Jankowski |
| Director |
| _____, 2021 |
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| */s/ Martin Pompadur |
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| Director |
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| Attorney-In-Fact |
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| II-5 |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/22/21 | UPLOAD | ||
| 7/15/21 | ||||
| 4/8/21 | S-1/A | |||
| 3/31/21 | 10-Q, S-1 | |||
| 3/19/21 | DRS/A, DRSLTR | |||
| 8/1/19 | DRS, DRS/A | |||
| List all Filings | ||||