Item 8.01 Other Events.

Troika Media Group, Inc. (the "Company") announced today that it intends to engage in negotiations with the initial purchasers of its Series E Preferred Stock to waive certain provisions of the Securities Purchase Agreement for the Series E Preferred Stock and the related Registration Rights Agreement, and to settle such purchasers' claims for liquidated damages, if any, under the Registration Rights Agreement. There can be no assurance as to whether, when or on what terms any such agreement may be reached.

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