Item 1.01 Entry Into a Material Definitive Agreement.

Troika Media Group, Inc. (the "Company") has entered into Settlement Agreements (the "Settlement Agreements") with certain current and former holders of its Series E Convertible Preferred Stock (the "Purchasers") (the "Series E Preferred Stock").

The Company and Purchasers are party to (i) that certain Securities Purchase Agreement, dated as of March 16, 2022, pursuant to which the original purchasers of the Series E Preferred Stock (the "Original Purchasers") acquired shares of Series E Preferred Stock and accompanying warrants (the "Warrants"), subject to the terms and conditions contained therein, and (ii) that certain Registration Rights Agreement, dated as of March 16, 2022 (the "Registration Rights Agreement"), pursuant to which the Company and the Original Purchasers agreed to certain requirements and conditions covering the resale by the Original Purchasers of the shares of Company common stock (the "Common Stock") into which the Series E Preferred Stock are convertible (the "Conversion Shares") and the Warrants are exercisable (the "Warrant Shares").

Under the terms of the Registration Rights Agreement, the Company, upon acquiring Converge Direct LLC in March 2022, was required to file a registration statement within ten (10) business days of such closing and for such registration statement to be declared effective by the U.S. Securities and Exchange Commission (the "SEC") no later than forty five (45) business days thereafter (the "Registration Requirements"). The persons entitled to liquidated damages pursuant to the Registration Rights Agreement have alleged that the Company did not fulfill the Registration Requirements.

The Purchasers (i) are the registered or beneficial owners of more than 50.1% of the Registrable Securities under, and defined in, the Registration Rights Agreement, and (ii) constitute the purchasers of more than 50.1% of the Series E Preferred Stock originally purchased under the Securities Purchase Agreement. As such, in accordance with the terms of the Registration Rights Agreement and the Securities Purchase Agreement, as applicable, as of March 31, 2023 (the "Effective Date"), each such agreement and all rights and obligations thereunder are deemed terminated and of no further force and effect as of such date. In addition, effective as of the Effective Date, the Settlement Agreements contain a release of any and all claims against the Company and its subsidiaries that such Purchaser (or its affiliates) may have purported to have against the Company or its subsidiaries under such agreements; provided, however, that the Purchasers will maintain their respective "Piggy-Back Registration Rights" under Section 6(d) of the Registration Rights Agreement.

In exchange for the release by the Purchasers of any and all claims for liquidated damages under the Registration Rights Agreement, the Company has agreed to deliver to each Purchaser a number of shares of Common Stock equal to the dollar amount of liquidated damages purportedly owed to each such Party multiplied by four (4). The Company has agreed to prepare and file with the SEC a resale registration statement covering such Common Stock (the "Resale Registration Statement") no later than May 15, 2023, which may be extended upon mutual agreement of the Company and the Purchasers and be subject to certain other customary registration rights.

This foregoing descriptions of the Settlement Agreements, the Securities Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to, (i) in the case of the Settlement Agreements, the Form of Settlement Agreement filed as Exhibit 10.1 hereto, and (ii) in respect of the Registration Rights Agreement and the Securities Purchase Agreement, as applicable, Exhibits 4.2 and 4.3 of the Company's Form 8-K filed March 18, 2022, each of which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Number                     Description
  10.1                       Form of Settlement Agreement and Release of Claims
                           Cover Page Interactive Data File (embedded within the Inline
104                        XBRL document).

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