TROIKA MEDIA GROUP, INC. Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The Board of Directors of
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split to satisfy the
As previously disclosed, on
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Company's Common Stock will begin trading on a split-adjusted basis on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 89689F404.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 25. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to a whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in "street name" (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in "street name"? however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 25 and multiplying the exercise or conversion price thereof by 25, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under any equity compensation plan.
Certificated and Non-Certificated Shares. Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
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Stockholders holding paper certificates may (but are not required to) send the
certificates to the Company's transfer agent and registrar,
American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219
Certificate of Change. The Company effected the Reverse Stock Split pursuant to
the Company's filing of a Certificate of Change (the "Certificate") with the
No Stockholder Approval Required. The Reverse Stock Split was approved by the Board of Directors of the Company and given effect pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Stock Split is required.
Capitalization. Prior to the Reverse Stock Split, the Company was authorized to
issue 800,000,000 shares of Common Stock. As a result of the Reverse Stock
Split, the Company will be authorized to issue 32,000,000 shares of Common
Stock. As of
Immediately after the Reverse Stock Split, each stockholder's relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 OTHER EVENTS
On
Forward-Looking Statements
This Report on Form 8-K contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance or results and involve risks and uncertainties,
and that actual results, developments or events may differ materially from those
in the forward-looking statements as a result of various factors, including
financial community perceptions of the Company and its business, operations,
financial condition and the industries in which it operates, risks and
uncertainties regarding the outcome of the appeal of the Nasdaq delisting
determination, the risk that the Company will not be able to continue to operate
as a going concern, the risk that the Company will not complete a refinancing or
other transaction as a result of its ongoing strategic review, the lingering
impact of the COVID-19 pandemic and the factors described in the Company's
filings with the
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
Certificate of Change of Troika Media Group, Inc., dated May 3 1 ,
3.1 2023 and effective June 1, 2023
99.1 Press Release dated May 3 1 , 2023
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