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2: EX-99.1 Miscellaneous Exhibit HTML 15K
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Registrant’s telephone number, including area code (i212) i213-0111
N/A
(Former name or former address, if changed since last report.)
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 :
io
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
io
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
io
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
io
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Shares $0.001 par value
iTRKA
The
iNASDAQ Capital Market
Redeemable Warrants to acquire Common Shares
TRKAW
The NASDAQ Capital Market
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 io
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. o
ITEM 8.01 OTHER EVENTS
As previously disclosed, on February 10, 2023, Troika Media Group, Inc. (the “Company”) and Blue Torch Finance LLC (“Blue Torch”) entered
into an Amended and Restated Limited Waiver (the “A&R Limited Waiver”) of certain events of default (such events of default, the “Specified Events of Default”) under the Financing Agreement dated March 21, 2022, by and among the Company, the lenders from time-to-time party thereto, and Blue Torch as collateral agent and administrative agent for such lenders (the “Financing Agreement”). The A&R Limited Waiver would have expired on the earliest of (x) the occurrence of an Event of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale and refinancing milestones and (z) June 30, 2023, subject
to potential extension of up to 60 days to obtain regulatory and/or shareholder approval in the event the Company is pursuing a sale transaction (the “A&R Waiver Period,” and the date such period expires, the “Outside Date”).
On May 8, 2023, the Company and Blue Torch entered into a first amendment to the A&R Limited Waiver (the “First Amended A&R Limited Waiver”) pursuant to which the Company affirmed its commitment to work in good faith to consummate a sale of the Company’s
business or assets and/or a refinancing transaction by the Outside Date, and Blue Torch agreed to remove the aforementioned milestones and to extend the Outside Date from June 30, 2023 to July 14, 2023, subject to potential extension if a definitive written agreement was delivered on or prior to July 14, 2023 providing for cash repayment in full of all obligations owed to Blue Torch or which was otherwise acceptable to Blue Torch.
On July 14, 2023, the Company and Blue Torch entered into a second amendment to the A&R Limited Waiver (the “Second Amended A&R Limited Waiver”) pursuant to which
Blue Torch agreed to extend the Outside Date from July 14th to July 28, 2023, subject to potential extension if a definitive written agreement was delivered on or prior to July 28 2023 providing for cash repayment in full of all obligations owed to Blue Torch or which was otherwise acceptable to Blue Torch.
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by, (i) the A&R Limited Waiver attached as Exhibit 99.1 to the Company’s Periodic Report on Form
8-K filed with the SEC on February 16, 2023, (ii) the First Amended A&R Limited Waiver attached as Exhibit 10.23 to the Company’s Form 10-K/A filed with the SEC on May 15, 2023, and (iii) the Second A&R Limited Waiver attached as Exhibit 99.1 hereto, each of which is incorporated by reference herein.
The
Company continues to engage in good faith negotiations with Blue Torch, as agent for the Lenders, to amend the Financing Agreement and cure the events of default, although the Company cannot assure you that the Company will be successful in doing so. If the Company is unsuccessful in renegotiating the Financing Agreement and curing the continuing events of default by the Outside Date, the Company intends to seek further Limited Waivers with Blue Torch, although the Company cannot assure you that Blue Torch would be willing to grant additional
waivers. For further information on the terms of the Financing Agreement please refer to the Company’s Amended Annual Report on Form 10-K/A for the fiscal year ended June 30, 2022, filed with the SEC on November 22, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
