NEW
YORK, May 18, 2023 /PRNewswire/ -- Troika Media
Group, Inc. (Nasdaq: TRKA) ("TMG" or the "Company") a consumer
engagement and customer acquisition solutions group
announced receipt of a Staff Delisting Determination (the "Staff
Determination") from the Listing Qualifications
Department of the Nasdaq Stock Market,
LLC ("Nasdaq"). The Company was notified that Nasdaq has
determined to delist the Company's securities from the Nasdaq
Capital Market for failure to maintain a minimum bid price of
$1.00 per share for thirty
consecutive business days in accordance with Nasdaq Listing Rule
5550(a)(2) (the "Minimum Bid Price Rule").
TMG is a professional services company that architects and
builds 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.
The Company intends to appeal the Staff Determination by
requesting a hearing (the "Hearing") before a Nasdaq Hearings Panel
(the "Panel") to seek continued listing pending its return to
compliance with the Minimum Bid Price Rule. The Hearing request
will stay the delisting of the Company's securities pending the
Panel's decision. According to the Staff Determination, hearings
are typically scheduled to occur approximately 30-45 days after the
date of a company's hearing request.
As part of the plan to regain compliance with the Minimum Bid
Price Rule, the Company intends to conduct a reverse stock
split as soon as reasonably practicable, subject to applicable law
and Nasdaq rules. The Company shall announce details of the reverse
stock split in the coming days.
Prior to March 31, 2023, the
Company was prohibited from engaging in a reverse stock split under
the terms of the agreements pursuant to which its Series E
Preferred Stock was issued. As disclosed in the Company's public
filings, effective March 31, 2023,
the Company and the requisite parties to such agreements agreed to
terminate those restrictions. Accordingly, the Company is now able
to, and intends to, conduct a reverse stock split in order to
regain compliance with the Minimum Bid Price Rule, subject to
applicable law and Nasdaq rules.
"Notwithstanding the Company's strong financial and operational
performance amidst a major restructuring over the past year, our
stock price continues to be depressed and severely undervalued, and
unreflective of the Company's strong foundation as we head into
what are historically the Company's most productive performance
months in the middle of the year. The Company has decided to enact
a reverse stock split to enhance shareholder value and further
position the Company for long-term success. We also believe that
having fewer shares in the public float may help deter improper
trading activities such as short selling which is a topic of
concern in today's market," said the Company's CEO, Sid Toama.
"We believe the per-share market price will make the
Company more desirable to a broader audience of institutional
investors and brokerage firms who have
been restricted from participating in a stock like TMG due to
its price level." said Randall
Miles, Chairman of the Board of Directors. "The
preservation of the Company's listing with Nasdaq is critical
to allow the Company to continue its growth trajectory
and to build on our collaboration with
Jefferies LLC to optimize the Company's balance sheet and address
its legacy capital structure, including redeeming its senior
secured debt and to execute on strategic opportunities," added Mr.
Miles.
The Company believes effecting the reverse stock split and
maintaining its Nasdaq listing will also help facilitate completing
a suitable transaction to reduce its debt service costs and
optimize its capital structure, which, as previously disclosed, the
Company continues to pursue. As previously announced, the Company's
engagement with Jefferies LLC as its exclusive investment banking
firm has yielded interest from several bidders as part of the
process which the Company continues to evaluate. The Company has
the ability to execute one or more transactions to optimize the
Company's capital structure, improve its balance sheet and reduce
its debt servicing having undergone a transformative period since
the acquisition of Converge Direct in March
2022.
There can be no assurance that the Panel will determine to
continue to allow the listing of the Company's securities on the
Nasdaq Capital Market, or that the Company will consummate a
reverse stock split or any other transaction, including a
refinancing or sale transaction, and on what terms.
About Troika Media Group
TMG is a consumer engagement and customer acquisition consulting and solutions group based in New York. 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. There can be no assurance that the Panel will
determine to continue to allow the listing of the Company's
securities on the Nasdaq or that the Company will be able to
evidence compliance with the applicable listing criteria within the
period of time, if any, that may be granted by the Panel.
Investor Relations:
investorrelations@troikamedia.com
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SOURCE Troika Media Group, Inc.