NEW
YORK, May 31, 2023 /PRNewswire/ -- Troika Media
Group, Inc. (Nasdaq: TRKA) ("TMG" or the "Company"), a consumer
engagement and customer acquisition solutions group,
today announced that it will effect a 1-for-25 reverse stock split
of its outstanding common stock. This will be effective for trading
purposes as of the commencement of trading on June 1, 2023.
The reverse stock split was previously approved by the Board of
Directors of TMG in accordance with Nevada law, under which no stockholder
approval is required, and is intended to increase the per share
trading price of TMG's common stock to satisfy the $1.00 minimum bid price requirement for continued
listing on The NASDAQ Capital Market (Rule 5550(a)(1)). TMG's
common stock will continue to trade on the NASDAQ Capital Market
under the symbol "TRKA" and under a new CUSIP number, 89689F404. As
a result of the reverse stock split, every 25 pre-split shares of
common stock outstanding will become one share of common stock. The
reverse stock split will also proportionately reduce the number of
shares of authorized common stock from 800,000,000 to 32,000,000.
The reverse split will also apply to common stock issuable upon the
exercise of TMG's outstanding warrants, convertible securities,
RSUs and stock options.
"The Company has addressed many legacy equity, compliance and
regulatory matters over the past year. We believe that this reverse
stock split should be viewed not just as a critical step to regain
compliance with NASDAQ's listing requirement, but also as a part of
our strategic plan for the long term. Having delivered record
revenues, profitability and sustainably higher margins since
March 2022, we believe that
continuing to optimize our capital structure and balance sheet will
ultimately position the Company to take advantage of the
operational and financial momentum that we have developed and in
turn provide us the best possible opportunity to generate value for
stockholders. We also need to take steps to broaden the audience of
institutional investors and brokerage firms who have been unable to
participate in a stock like Troika and we believe that this reverse
stock split can play a part in this regard. It is Management's
intention to continue to focus on performance and the fundamentals
of the business, such as reducing our debt services and legacy
balance sheet items, so that we can invest in a growing business,"
said Sid Toama, the Company's Chief
Executive Officer.
TMG's transfer agent, American Stock Transfer & Trust
Company, LLC, which is also acting as the exchange agent for the
reverse split, will provide instructions to stockholders regarding
the process for exchanging share certificates. Any fractional
shares of common stock resulting from the reverse stock split will
be rounded up to the nearest whole post-split share and no
stockholder will receive cash in lieu of fractional shares.
About Troika Media Group
TMG is a consumer engagement and customer acquisition consulting
and solutions group based in New
York. We provide professional services that architect and
build enterprise value in consumer brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars: TMG CREATES brands and experiences and
CONNECTS consumers through emerging technology products
and ecosystems to deliver PERFORMANCE based
measurable business outcomes.
We deliver resilient brand equity, amplifying brands through
emerging technology to deliver performance driven business growth.
TMG's expertise is in large consumer sectors including Insurance,
Financial Services, Home Improvement, Residential Services, Legal,
Professional Services, Media and Entertainment. For more
information, visit www.thetmgrp.com.
Forward-Looking Statements
This press release may contain 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 Securities and Exchange Commission, including the sections
titled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained therein.
The Company disclaims any obligation to update any forward-looking
statements contained herein, except as required by applicable
securities law.
Investor
Relations
investorrelations@troikamedia.com
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SOURCE Troika Media Group, Inc.