UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 2022
Troika Media Group, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | | 001-40329 | | 83-0401552 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
1715 N. Gower Street, Los Angeles, CA | | 90028 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 323-965-1650
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Shares $0.01 par value | TRKA | The NASDAQ Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Erica Naidrich
On May 23, 2022, Troika Media Group, Inc. (the “Company”) appointed Erica Naidrich to serve as the Company’s Chief Financial Officer. Ms. Naidrich will replace Christopher Broderick, who remains Chief Operating Officer of the Company, and had also been serving as interim principal financial officer, while the Company searched for a suitable candidate. Ms. Naidrich brings financial and business experience to Troika, within public companies in corporate finance, operational management systems and financial reporting. Ms. Naidrich joins the Troika Executive Team to oversee the Company’s global finance and enterprise functions and will be reporting to Sid Toama, Chief Executive Officer and President of Troika.
Prior to joining Troika Media Group, Ms. Naidrich served as Vice President of Accounting and Controller for Madison Square Garden Entertainment Corp (“MSG”), a leader in live sports, entertainment and programming. Prior to her role at MSG, Ms. Naidrich held Controller roles at technology and e-commerce companies, in addition to spending eight years in private equity. Ms. Naidrich started her career in Public Accounting for RSM and PricewaterhouseCoopers. Ms. Naidrich possesses valuable experience in Troika’s core sectors providing financial oversight of sports and entertainment, technology and media, private equity and professional services businesses.
Ms. Naidrich is a certified public accountant and obtained a Certificate in Accounting in June 2003 from the University of California, San Diego - La Jolla, California. Ms. Naidrich received a Bachelor of Arts in Communications Studies from West Virginia University, Morgantown, West Virginia in August 1996.
The Company entered into an employment agreement with Ms. Naidrich, as Chief Financial Officer, dated May 2, 2022 (“Agreement”). The Agreement is for three (3) years with automatic renewals for additional one (1) year periods unless terminated by either party upon sixty (60) days prior written notice. Ms. Naidrich will have an annual base salary of $400,000.00 per annum. She will receive a one-time signing bonus of $100,000.00 by August 31, 2022. She is also eligible for discretionary bonuses as determined by the Compensation Committee and a yearly bonus of 30% of her base salary subject to meeting the objectives set forth by the Chief Executive Officer, President and the Audit Committee of the Company’s Board of Directors and continued employment at the time payment is due. Ms. Naidrich will be granted 200,000 five year Restricted Stock Units vesting over 3 years and will be eligible to participate fully in any other long-term equity incentive programs. The Agreement provides that during the term of employment and for three months after termination, Ms. Naidrich shall not compete with the Company nor solicit employees of the Company.
There was no material prior relationship between the Company and Erica Naidrich.
Robert Machinist
On May 19, 2022, Robert Machinist resigned as Chief Executive Officer of the Company and all employment by the Company’s subsidiaries for personal reasons unrelated to the management or operations of the Company. He will remain a director and Chairman of the Board of the Company. Pursuant to his Employment Agreement, Mr. Machinist will be paid one (1) year of severance at his current base salary of $550,000 paid over the next year.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
On May 20, 2022, the Company received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for thirty (30) consecutive business days in accordance with Nasdaq Listing Rule 5550(a)(2). The Company has one hundred eighty (180) calendar days from May 20, 2022 to regain compliance by the closing bid price of the Company’s common stock being at least $1.00 per share for ten (10) consecutive business days. An indication will be displayed with quotation information related to the Company’s securities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Troika Media Group, Inc. | |
| (Registrant) | |
| | | |
Date: May 25, 2022 | By: | /s/ Sid Toama | |
| | (Signature) | |
| | Sid Toama Chief Executive Officer | |
