Troika Media (TRKA) 10-KT 7 Mar 23 2023 FY Annual report (with FYE transition) Financial data

Cover

Cover - USD ($)	6 Months Ended
	Dec. 31, 2022	Mar. 03, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-KT
Document Annual Report	false
Document Transition Report	true
Document Period Start Date	Jul. 01, 2022
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40329
Entity Registrant Name	Troika Media Group, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	83-0401552
Entity Address, Address Line One	25 West 39th Street, 6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	213-0111
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		344,306,906
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Documents Incorporated by Reference: Certain information required for Part III of this Transition Report on Form 10-K/T is incorporated by reference to an amendment to this Form 10-K/T, which is intended to be filed with the Securities and Exchange Commission within 120 days of Troika Media Group's fiscal year end.
Entity Public Float			$ 0
Entity Central Index Key	0001021096
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Amendment Description	EXPLANATORY NOTEThis Transition Report on Form 10-K/T, Troika Media Group Inc., together with its subsidiaries, is referred to in this document as "we", "our", "us", or the "Company"), incorporates by reference certain information from parts of other documents filed with the Securities and Exchange Commission. The Securities and Exchange Commission allows us to disclose important information by referring to it in that manner. Please refer to all such information when reading this Transition Report on Form 10-K/T. All information is as of December 31, 2022 unless otherwise indicated. For a description of the risk factors affecting or applicable to our business, see "Risk Factors," below.CHANGE IN FISCAL YEARWe have changed our fiscal year end to December 31 from June 30, effective January 1, 2023. This transition report is for the six-month transition period of July 1, 2022 through December 31, 2022. References in this report to "fiscal year" refer to years ending June 30. References to this report to "transition period" refer to the six month period ending December 31, 2022.FORWARD-LOOKING STATEMENTSThis Transition Report on Form 10-K/T contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K/T under the heading “Risk Factors.”Forward-looking statements in this Transition Report speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement made herein or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or to conform such statements to actual results or changes in our expectations, except as required by law.
Common Shares, $0.001 par value
Document Information [Line Items]
Title of 12(b) Security	Common Shares, $0.001 par value
Trading Symbol	TRKA
Security Exchange Name	NASDAQ
Redeemable warrants to acquire common stock
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants to acquire common stock
Trading Symbol	TRKAW
Security Exchange Name	NASDAQ

Audit Information

Audit Information	6 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	RBSM LLP
Auditor Location	New York, NY
Auditor Firm ID	587

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 28,403,797	$ 32,673,801	$ 12,066,000
Accounts receivable, net	6,487,031	9,421,497	1,327,000
Prepaid expenses and other current assets	1,388,084	1,289,183	671,000
Contract assets	4,314,268	23,586,036	0
Total current assets	40,593,180	66,970,517	14,064,000
Other assets	702,750	2,124,832	626,000
Property and equipment, net	618,699	589,205	343,000
Right-of-use lease assets, net	3,029,785	8,965,426	6,887,000
Amortizable intangible assets, net	64,761,111	70,306,005	2,603,000
Goodwill	45,518,505	55,349,535	19,368,000
Total assets	155,224,030	204,305,520	43,891,000
Current liabilities:
Accounts payable	14,270,063	15,298,068	2,362,000
Accrued and other current liabilities	7,434,095	5,478,865	6,001,000
Accrued billable expenses	7,810,126	23,170,683	0
Acquisition liabilities	9,293,402	9,108,504	0
Current portion of long-term debt, net of deferred financing costs	1,551,211	1,538,220	0
Convertible notes payable	60,006	50,000	50,000
Note payable - related party, current	30,000	100,000	200,000
Net related party payables, current	0	0	41,000
Contract liabilities	6,209,442	11,321,159	5,973,000
Operating lease liabilities, current	1,506,534	2,682,457	3,344,000
Taxes payable, net	58,242	689,882	62,000
Derivative liabilities- financing warrants	0	30,215,221	13,000
Contingent liability	3,385,000	3,615,000	0
Restructuring liabilities	897,859	0	0
Stimulus loan program, current	0	0	22,000
Total current liabilities	52,505,980	103,268,059	18,068,000
Long-term liabilities:
Long-term debt, net of deferred financing costs	64,833,844	65,581,203	0
Operating lease liabilities, non-current	7,192,662	8,994,073	5,835,000
Preferred stock liability	0	15,996,537	0
Stimulus loan program, non-current		0	547,000
Other liabilities	212,432	74,909	703,000
Total liabilities	124,744,918	193,914,781	25,153,000
Commitment and contingencies (Note 12)
Stockholders’ equity:
Common Stock, Value, Issued	139,302	43,660	40,000
Additional paid-in-capital	265,673,246	236,876,523	204,788,000
Stock payable	0	0	1,210,000
Accumulated deficit	(235,336,543)	(225,582,006)	(186,889,000)
Accumulated other comprehensive loss	0	(955,438)	(418,000)
Total stockholders’ equity	30,479,112	10,390,739	18,738,000
Total liabilities and stockholders’ equity	155,224,030	204,305,520	43,891,000
Preferred Stock
Stockholders’ equity:
Preferred stock, $0.01 par value: 15,000,000 shares authorized	0	0	0
Series A Preferred Stock
Stockholders’ equity:
Series A Preferred Stock ($0.01 par value: 5,000,000 shares authorized; issued and outstanding 0, 0, and 720,000 shares as of December 31, 2022 and June 30, 2022 and 2021, respectively)	0	0	7,000
Series B Convertible Preferred Stocks
Stockholders’ equity:
Series B Convertible Preferred Stock ($0.01 par value: 3,000,000 shares authorized; issued and outstanding 0, 0, and 0 shares as of December 31, 2022 and June 30, 2022, and 2021, respectively)	0	0	0
Series C Convertible Preferred Stocks
Stockholders’ equity:
Series C Convertible Preferred Stock ($0.01 par value: 1,200,000 shares authorized; issued and outstanding 0, 0, and 0 shares as of December 31, 2022 and June 30, 2022, and 2021, respectively)	0	0	0
Series D Convertible Preferred Stocks
Stockholders’ equity:
Series D Convertible Preferred Stock ($0.01 par value: 2,500,000 shares authorized; issued and outstanding 0,0, and 0 shares as of December 31, 2022 and June 30, 2022, and 2021, respectively)	0	0	0
Preferred Stock - Series E
Stockholders’ equity:
Series E Convertible Preferred Stock ($0.01 par value: 500,000 shares authorized; issued and outstanding 310,793, 500,000, and 0 shares as of December 31, 2022 and June 30, 2022, and 2021, respectively); redemption amount and liquidation preference $31.1 million, $50.0 million, and $0 as of December 31, 2022 and June 30, 2022, and 2021, respectively	$ 3,107	$ 8,000	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Stockholders' Equity Attributable to Parent [Abstract]
Common stock, par or stated value per share (in USD per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	800,000,000	800,000,000	800,000,000
Common stock, shares, issued (in shares)	139,302,225	64,209,616	39,496,588
Common stock, shares outstanding (in shares)	139,302,225	64,209,616	39,496,588
Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	15,000,000	15,000,000	15,000,000
Series A Preferred Stock
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0	720,000
Preferred stock, shares outstanding (in shares)	0	0	720,000
Series B Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	3,000,000	3,000,000	3,000,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Series C Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,200,000	1,200,000	1,200,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Series D Convertible Preferred Stocks
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	2,500,000	2,500,000	2,500,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Preferred Stock - Series E
Stockholders' Equity Attributable to Parent [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	500,000	500,000	500,000
Preferred stock, shares issued (in shares)	310,793	500,000	0
Preferred stock, shares outstanding (in shares)	310,793	500,000	0
Preferred stock, liquidation preference, value	$ 31.1	$ 50	$ 0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 187,910,491	$ 116,409,703	$ 16,192,000
Cost of revenue	162,250,051	88,127,498	7,504,000
Gross margin	25,660,440	28,282,205	8,688,000
Operating expenses:
Selling, general and administrative expenses	22,658,206	45,271,857	25,372,000
Depreciation and amortization	4,423,831	3,097,780	2,299,000
Restructuring and other related charges	6,868,066	5,590,932	0
Impairment and other losses (gains), net	11,066,341	7,708,677	(3,142,000)
Total operating expenses	45,016,444	61,669,246	24,529,000
Operating loss	(19,356,004)	(33,387,041)	(15,841,000)
Other income (expense):
Amortization expense of note payable discount	0	0	(409,000)
Loss contingency on equity issuance	(3,385,000)	(3,615,000)	0
Interest expense	(6,174,849)	(2,943,367)	(7,000)
Foreign exchange loss	(944,417)	(30,215)	(48,000)
Gain on change in fair value of derivative liabilities	20,004,367	638,622	72,000
Net gain on sale of subsidiary	82,894	0	0
Other income, net	212,386	679,920	452,000
Total other income (expense)	9,795,381	(5,270,040)	60,000
Loss from operations before income taxes	(9,560,623)	(38,657,081)	(15,781,000)
Income tax expense	(19,122)	(35,925)	(216,000)
Net loss	(9,579,745)	(38,693,006)	(15,997,000)
Foreign currency translation adjustment	955,438	(537,438)	(671,000)
Comprehensive loss	$ (8,624,307)	$ (39,230,444)	$ (16,668,000)
Loss per share:
Basic loss per share (in US dollars per share)	$ (0.12)	$ (0.79)	$ (1.03)
Diluted loss per share (in US dollars per share)	$ (0.12)	$ (0.79)	$ (1.03)
Weighted average basic shares (in shares)	78,420,414	49,225,698	15,544,032
Weighted average diluted shares (in shares)	78,420,414	49,225,698	15,544,032

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Cumulative Effect, Period of Adoption, Adjustment	Preferred Stock - Series A	Preferred Stock - Series B	Preferred Stock - Series C	Preferred Stock - Series D	Preferred Stock - Series E	Common Stock	Additional Paid In Capital	Stock Payable	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated other comprehensive Income (Loss)
Beginning balance at Jun. 30, 2020	$ 7,000,000		$ 7,000	$ 25,000	$ 9,000	$ 20,000		$ 16,000	$ 176,262,000	$ 1,300,000	$ (170,892,000)		$ 253,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(15,997,000)										(15,997,000)
Net loss	(15,997,000)
Sale of common stock in initial public offering, gross	24,000,000							6,000	23,994,000
Offering costs relating to initial public offering	(3,298,000)								(3,298,000)
Record stock payable relating to Redeeem acquisition	1,210,000									1,210,000
Retirement of common stock	0							(3,000)	3,000
Record vested portion of deferred compensation relating to Redeeem	362,000								362,000
Issuance of common stock related to stock payable	0							2,000	1,298,000	(1,300,000)
Stock-based compensation on options	881,000								881,000
Stock-based compensation on warrants	3,176,000								3,176,000
Foreign currency translation gain (loss)	(671,000)												(671,000)
Conversion of preferred stock – series B upon up-listing	0			(25,000)				1,000	24,000
Conversion of preferred stock – series C upon up-listing	150,000				(9,000)			12,000	147,000
Conversion of preferred stock – series D upon up-listing	0					(20,000)		5,000	15,000
Cashless issuance of common stock related to convertible notes payables	1,750,000							1,000	1,749,000
Beneficial conversion features on convertible promissory notes	144,000								144,000
Warrants granted for convertible promissory notes	12,000								12,000
Imputed interest on convertible note payable	19,000								19,000
Ending balance at Jun. 30, 2021	18,738,000		$ 7,000	0	0	0		40,000	204,788,000	1,210,000	(186,889,000)		(418,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss											(38,693,006)
Net loss	(38,693,006)
Issuance of common stock related to Redeeem acquisition	0								1,210,000	(1,210,000)
Issuance of common stock related to Converge Acquisition	14,875,000								14,875,000
Issuance of common stock to employee	104,000								104,000
Issuance of common stock to contractors	40,000								40,000
Record vested portion of deferred compensation relating to Redeeem	3,015,049							3,660	3,011,389
Record preferred stock issued for PIPE (shares)							8,000
Issuance of preferred stock for PIPE	3,000								(5,000)
Stock-based compensation	13,292,534								13,292,534
Foreign currency translation gain (loss)	(537,438)												(537,438)
Redemption of preferred stock - Series A (in shares)			(7,000)
Redemption of preferred stock - Series A	(446,400)								(439,400)
Ending balance at Jun. 30, 2022	$ 10,390,739	$ (174,792)	$ 0	0	0	0	$ 8,000	43,660	236,876,523	0	(225,582,006)	$ (174,792)	(955,438)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Net loss											(9,579,745)
Net loss	$ (9,579,745)
Stock-based compensation	2,681,614							1,533	2,680,081
Foreign currency translation gain (loss)	955,438												955,438
Reclassification of derivative liabilities - financing warrants to additional paid-in-capital	10,210,855								10,210,855
Reclassification of preferred stock liability to equity	15,905,787								15,905,787
Conversion of preferred shares to common shares	89,216						(4,893)	94,109
Ending balance at Dec. 31, 2022	$ 30,479,112	$ 200,000	$ 0	$ 0	$ 0	$ 0	$ 3,107	$ 139,302	$ 265,673,246	$ 0	$ (235,336,543)		$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,579,745)	$ (38,693,006)	$ (15,997,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	109,248	146,890	131,000
Amortization of intangibles	4,314,583	2,950,889	2,168,000
Amortization of right-of-use assets	888,346	783,752	1,112,000
Accretion of fair value liability	184,898	0	0
Amortization of deferred financing costs	1,178,132	791,292	0
Impairment and other losses (gains), net	11,066,341	7,708,677	(3,142,000)
Stock-based compensation	2,681,614	16,307,583	4,419,000
Common stock issuances	0	80,800	0
Net gain on sale of subsidiary	(82,894)	0	0
Warrants related to financing of convertible note payable	0	0	12,000
Imputed interest for note payable	0	0	19,000
Gain on change in fair value of derivative liabilities	(20,004,367)	(638,622)	(72,000)
Discount on derivative liability	0	0	85,000
Provision (reversal) for bad debt	354,049	(124,058)	(260,000)
Preferred shares converted to common stock	0	0	150,000
Beneficial conversion features on convertible promissory notes	0	0	144,000
Tax provision on income	0	0	216,000
Loss on early termination of lease	202,150	0	0
Loss contingency on equity issuance	3,385,000	3,615,000	0
Change in operating assets and liabilities:
Contract assets	18,535,990	0	0
Accounts receivable	2,107,272	13,360,992	(226,000)
Prepaid expenses	(197,018)	(526,186)	(527,000)
Accounts payable and accrued expenses	(13,836,260)	8,622,568	1,246,000
Other assets	1,123,308	(24,234,556)	3,000
Operating lease liability	(932,014)	(3,123,381)	(919,000)
Due to related parties	0	828,249	41,000
Restructuring liabilities	3,655,168	0	0
Other long-term liabilities	172,764	(624,103)	477,000
Contract liabilities	(3,190,021)	5,663,946	2,376,000
Contract liabilities to government grant	0	0	1,706,000
Net cash provided by (used in) operating activities	2,136,544	(7,103,274)	(6,838,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid for acquisition of Converge	0	(82,730,000)	0
Net cash paid for acquisition of Redeeem	0	0	(1,376,000)
Net cash paid for disposal of Mission UK	(613,535)	0	0
Purchase of property and equipment	(195,513)	(163,824)	(158,000)
Net cash used in investing activities	(809,048)	(82,893,824)	(1,534,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loan, net of debt issuance cost	0	69,717,960	0
Payments made for loss contingency	(3,615,000)	0	0
Proceeds from the issuance of preferred stock, net of offering costs	0	44,405,000	0
Proceeds from initial public offering, net of offering costs	0	0	20,702,000
Proceeds from stimulus loan programs	0	0	569,000
Principal payments made for bank loan	(1,912,500)	(956,250)	0
Payments to note payable of related party	(70,000)	(100,000)	(2,479,000)
Payments made for the redemption of Series E preferred stock	0	(446,400)	0
Proceeds from convertible note payable	0	0	500,000
Payments to convertible note payable	0	0	(135,000)
Net cash provided by (used in) financing activities	(5,597,500)	112,620,310	19,157,000
Effect of exchange rate on cash	0	(2,015,411)	(425,000)
Net (decrease) increase in cash, cash equivalents	(4,270,004)	20,607,801	10,360,000
CASH AND CASH EQUIVALENTS — beginning of year	32,673,801	12,066,000	1,706,000
CASH AND CASH EQUIVALENTS — end of year	28,403,797	32,673,801	12,066,000
Cash paid during the period for:
Income taxes	0	0	0
Interest expense	4,738,360	1,998,958	0
Noncash investing and financing activities:
Preferred shares liability reclassified to equity	15,997,000	0	54,000
Shares to be issued for Converge acquisition	0	14,875,000	0
Shares to be issued for Redeeem acquisition	0	0	1,210,000
Issuance of common stock related to convertible note payable	0	0	1,750,000
Issuance of common stock related to stock payable	0	0	1,300,000
Right-of-use assets acquired through operating leases	0	0	2,642,000
Derivative liabilities - financing warrants reclassified into equity	$ 10,210,855	$ 0	$ 0

Consolidated Statements of St_2

Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Common stock, par or stated value per share (in USD per share)	$ 0.001	$ 0.001	$ 0.001
Preferred Stock - Series A
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series B
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series C
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series D
Preferred stock, par or stated value per share (in USD per share)	0.01
Preferred Stock - Series E
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01	$ 0.01

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Troika Media Group, Inc. (“Company”, “our” or “we”) is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers a three solutions pillars that CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. On March 22, 2022 (the “Closing Date”), the Company through its wholly owned subsidiary Converge Acquisition Corp executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") for an aggregate purchase price of $125.0 million valued at $114.9 million. The MIPA identifies the seller parties as the Converge Sellers. See Note 3 - Business Combinations and Dispositions for full discussion on the transaction. Basis of Presentation On October 20, 2022 the Company's Board of Directors approved a change in the Company's fiscal year from a fiscal year ending on the last day of June each year to a calendar fiscal year ending on the last day of December of each year, effective January 1, 2023. Accordingly, these financial statements contain six month transitional financial statements as of and for the period ending December 31, 2022, and will become calendar year financial statements thereafter. The Company previously reported on a fiscal year basis ending on June 30th. In these consolidated financial statements, the fiscal years ended June 30, 2022 and 2021, are referred to as “fiscal year”, and the six month period ending December 31, 2022, is referred to as “transition period”. The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, Troika Design Group, Inc., Troika Services Inc., Troika Analytics Inc., Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media USA, Inc. (New York), Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), CD Acquisition Corp. (Delaware), Converge Direct, LLC (New York), Converge Marketing Services, LLC (to the extent of 40%) (New York), Converge Interactive, LLC (New York), and Lacuna Ventures, LLC (New York). The Mission-Media Holdings Limited (United Kingdom) financial statements are consolidated until the date of disposal, which was on August 1, 2022. All significant intercompany accounts and transactions have been eliminated in consolidation. Impact of the COVID-19 Pandemic The Company's operations and operating results were materially impacted by the COVID-19 pandemic (including COVID-19 variants) and actions taken by governmental authorities. The Company received loans totaling $3.4 million in relief under the CARES Act in the form of Small Business Administration ("SBA") backed loans in SBA stimulus Payroll Protection Program ("PPP") funding. The Company received approximately $1.7 million in April 2020, of which the majority of these funds were used for payroll. As per the US Government rules, the funds used for payroll, healthcare benefits, and other applicable operating expenses can be forgiven and the Company reported them as such in December 2020 considering the Company believed we had substantially met these conditions. On August 14, 2020, the Company received an additional $0.5 million in loans with 30-year terms under the SBA’s “Economic Injury Disaster Loan” program which the Company used to address any cash shortfalls that resulted from the pandemic. In February 2021, the Company obtained additional relief under the CARES Act in the form of an SBA backed loan and received an additional $1.7 million in SBA stimulus PPP funds which was used for payroll, healthcare benefits, and other applicable operating expenses. The Company has met all conditions for the forgiveness of the funding and no amounts are due as of December 31, 2022.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Combinations The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination). Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, valuation of warrants and options, goodwill, intangible assets, other long-lived assets, and tax accruals. In addition, estimates are used in revenue recognition, performance and share-based compensation, depreciation and amortization, litigation matters and other matters. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Revenue Recognition The Company generates revenue principally from two material revenue streams: Managed Services and Performance S olutions . The Company’s Managed Services are typically orientated around the management of a customer’s marketing, data and/or creative program. The Company’s deliverables relate to the planning, designing and activating of a solution program or set of work products. The Company executes this revenue stream by leveraging internal and external creative, technical or media-based resources, third party AdTech solutions, proprietary business intelligence systems, data delivery systems, and other key services required under the terms of a scope of work with a client. Revenue in certain cases is earned based on a percentage (%) of a customer’s total budget (or media spend) or retainer, which is recognized as a net revenue, while other revenue is recognized on a gross basis. The Company’s Performance Solutions are typically orientated around the delivery of a predetermined event or outcome to a client. Typically, the revenue associated with the event (as agreed upon in a scope of work) is based on a click, lead, call, appointment, qualified event, case, sale, or other defined business metric. The Company engages in a myriad of consumer engagement tactics, ecosystems, and methods to generate and collect a consumer’s interest in a particular service or good. The Company's revenue recognition policies that describe the nature, amount, timing, and uncertainty associated with each major revenue source from contracts with customers are described in Note 4 - Revenue and Accounts Receivable. Cost of Revenue Cost of revenue primarily consists of necessary costs incurred to generate revenue. Examples include payment for advertising and marketing services engaged for on behalf of a client, direct labor incurred, and certain creative design and production related costs. These costs are typically expensed as incurred. Advertising Advertising costs are typically charged to expense when incurred. The Company may receive rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates are recorded as a reduction to the related advertising and marketing expense. Total advertising costs classified in selling, general, and administrative during the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, were approximately $0.1 million, $0.2 million , and $0, respectively. Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has net operating losses for both their US and UK entities; however, a full valuation allowance was recorded due to uncertainties in realizing the deferred tax asset (Note 17 – Income Taxes). Stock-based Compensation The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company has adopted ASC 2018-07, Improvements to Nonemployee Share-Based Payment Accounting which expands on the scope of ASC 718 to include share-based payment transactions for acquiring services from non-employees and requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or the fair value of the services at the grant date, whichever is more readily determinable in accordance with ASC Topic 718. Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities. Short-Term Investments Short-term investments include investments that (i) have original maturities of greater than three months and (ii) the Company has the ability to convert into cash within one year. The Company classifies short-term investments at the time of purchase as “held-to-maturity” and re-evaluates its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated statements of cash flows. As of December 31, 2002, June 30, 2022 and June 30, 2021 the Company had no short-term investments. Accounts Receivable Accounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. During the six months ended December 31, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. As of December 31, 2022, June 30, 2022, and 2021, the Company had $1.0 million , $0.6 million , and $0.5 million in allowance for doubtful accounts, respectively. Property and Equipment and Other Long-Lived Assets Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expenditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Costs of maintenance and repairs are expensed as incurred. Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 Impairment of long-lived-assets The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. Intangible asset impairment charges $1.2 million, $0.4 million, and $0 for the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, respectively. The Company has adopted the provisions of ASU 2017-04—Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing GAAP, would not be impaired or have a reduced carrying amount. Furthermore, the ASU removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. For the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, a goodwill impairment charge of approximately $9.8 million, $8.7 million, and $0, respectively, was recorded as a result of the Company’s annual impairment assessment. The total impairment charge for the six months ended December 31, 2022 consisted of approximately $2.9 million for Troika Design and $6.9 million for Mission Culture. The total impairment charge for the year ended June 30, 2022 consisted of approximately $2.0 million for Redeeem and $6.7 million for Mission-Media Holdings Limited. See Note 10 - Intangible Assets & Goodwill for additional information. Leases The Company’s leases primarily consist of corporate office space. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated and combined statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheets. Fair Value Measurement The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022, June 30, 2022, and June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. See Note 9 - Fair Value Measurements for additional information. Concentration of Credit Risk Financial instruments that potentially may subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of December 31, 2022, June 30, 2022 and June 30, 2021, the Company had approximately $26.2 million, $30.0 million , and $10.1 million in cash that was uninsured, respectively. For the six months ended December 31, 2022, six (6) customers accounted for 85.5% of our net revenues. For the fiscal years ending June 30, 2022 and 2021, six (6) customers accounted for 74.1% and 42.4% of our net revenues, respectively. As of December 31, 2022, four (4) customers made up 81.1% of the net receivable balance. As of June 30, 2022 and June 30, 2021, three (3) customers made up 75.9% and 44.2%, respectively, of the net receivable balance. Derivative Liability The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables and warrant liabilities are valued using the Black-Scholes option-pricing model based on various assumptions. Retirement Benefits We maintain a 401(k) retirement savings plan (or 401(k) Plan) under which all of our employees are eligible to participate beginning on the first day of the month after their employment with us begins. The 401(k) Plan includes a deferral feature under which a participant may elect to defer his or her compensation by up to the statutorily prescribed IRS limits. Currently, we also match participant contributions to the 401(k) Plan up to 3% of the participant’s annual eligible earnings. We believe that providing a vehicle for retirement savings through our 401(k) Plan, and making matching contributions, adds to the overall desirability of our executive compensation program. For the six months ended December 31, 2022 the Company has made payments of $0.2 million, and as of December 31, 2022 accrued $1.6 million related to safe harbor contributions. As of June 30, 2022 and 2021, the Company did not make any contributions to the 401(k) retirement savings plan. See Note 12 - Commitments and Contingencies for additional information. Restructuring and Related Costs Costs associated with restructuring plan generally consist of involuntary termination benefits, contract termination costs, and other exit-related costs including costs to close facilities. The Company records a liability for involuntary termination benefits when management has committed to a plan that established the terms of the arrangement and that plan has been communicated to employees. Costs to terminate a contract before the end of the term are recognized on the termination date, and costs that will continue to be incurred in a contract for the remaining term without economic benefit are recognized as the cease of use date. Restructuring and related costs may also include the write down of related assets, including operating lease right of use assets, when the sale or abandonment of the asset is a direct result of the plan. Other exit related costs are recognized as incurred. Restructuring and related costs are recognized as an operating expense within the consolidated statements of operations and are classified based on the Company's classification policy for each category of operating expense. Foreign Currency Translation The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars for all entities other than Mission-Media Holdings Limited, whose operations are based in the United Kingdom and their functional currency is British Pound Sterling (GBP). Transactions in currencies other than the functional currencies are recorded using the appropriate exchange rate at the time of the transaction. All assets and liabilities are translated into U.S. Dollars at balance sheet date using closing rate, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Statement of Operations. The relevant translation rates are as follows: at the date of the Mission-Media Holdings Limited transaction (August 1, 2022), the Company utilized a closing rate of $1.217670 US$:GBP, and a yearly average rate of $1.285833 US$:GBP; for the year ended June 30, 2022, closing rate at $1.219050 US$:GBP, yearly average rate at $1.330358 US$:GBP, for the year ended June 30, 2021, closing rate at $1.382800 US$:GBP, yearly average rate at $1.346692 US$:GBP. At the period-end date of December 31, 2022, the Company did not have any foreign subsidiaries. Comprehensive loss Comprehensive loss is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. For the Company, comprehensive loss for the six months ending December 31, 2022 and the years ending June 30, 2022 and 2021, included net loss and unrealized gains (losses) from foreign currency translation adjustments. Earnings per Share Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents as of December 31, 2022, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and a net loss: December 31, 2022 June 30, 2022 June 30, 2021 Convertible preferred stock 124,317,000 33,333,333 48,000 Stock payables — — 588,354 Stock options 3,437,000 3,616,836 2,766,467 Stock warrants 4,147,000 6,771,223 7,248,702 Financing warrants 266,666,640 70,270,019 — Restricted stock units 3,800,000 4,450,000 — Total 402,367,640 118,441,411 10,651,523 Stimulus Funding In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance, the proceeds from government grants are to be recognized as a deferred income liability and reported as income as the related costs are expensed. On December 31, 2022 and June 30, 2022, the Company had no deferred income liabilities. On June 30, 2021, the Company recorded deferred income liabilities of approximately $0.3 million within contract liabilities and $0.6 million within stimulus loans, respectively. For the fiscal years ending June 30, 2022 and 2021, the Company recognized approximately $0.3 million, and $3.1 million in income from government grants, respectively. For the six months ended December 31, 2022, the Company had no income from government grants. Recent Accounting Pronouncements Accounting Pronouncements Adopted In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The Company has adopted the guidance effective July 1, 2021. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. In December 2019, the FASB issued amended guidance in the form of ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. The Company has adopted the guidance effective July 1, 2021. During the six months ended December 31, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which changes the impairment model for most financial assets, including accounts receivable. The new model uses a forward-looking expected loss method. Historically, the credit loss experience on our client billings has not resulted in material bad debt expense. Accordingly, the adoption of ASU 2016-13 did not have a significant impact on our financial position, or on our results of operations. As a result of the adoption of ASU 2016-13, we changed our accounting policy for allowance for doubtful accounts as follows: We maintain an allowance for doubtful accounts related to potential losses that could arise due to our customers’ inability to make required payments. This allowance requires management to apply judgment in deriving the estimated reserve. In connection with the estimate of our allowance, we perform ongoing credit evaluations of our customers’ financial condition, including information related to their credit ratings obtained from independent third-party firms. If, as a result, we become aware that additional reserves may be necessary, we perform additional analysis including, but not limited to, factors such as a customer’s creditworthiness, intent and ability to pay and overall financial position. If the data we use to calculate the allowance for doubtful accounts does not timely reflect the future ability to collect outstanding receivables, including the effects of the COVID-19 pandemic on our clients’ credit, additional provisions for doubtful accounts may be needed and our results of operations could be affected. Since the Company adopted ASU 2016-13 during this transition period, a modified retrospective approach was used by using a cumulative-effect adjustment to the opening retained earnings balance. For the period ended December 31, 2022, we recorded bad debt expense of $0.4 million and increased our allowance for doubtful accounts to $1.0 million. The Company recorded in retained earnings the cumulative effect of the adoption of the accounting pronouncement of $0.2 million. Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The Company adopted this standard effective July 1, 2022. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for the Company beginning January 1, 2023. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

BUSINESS COMBINATIONS AND DISPO

BUSINESS COMBINATIONS AND DISPOSITIONS	6 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS AND DISPOSITIONS	BUSINESS COMBINATIONS AND DISPOSITIONS Redeeem, LLC Redeeem Asset Purchase On May 21, 2021, the Company through its wholly owned subsidiary Redeeem Acquisition Corp executed an asset purchase agreement for the acquisition of all the assets and specific liabilities of Redeeem, LLC, a California limited liability company (“Redeeem”). The asset purchase agreement identifies the seller parties as Redeeem, LLC and Kyle Hill. The purchase price consisted of an aggregate cash payment of $1.2 million , 452,929 shares of the Company’s common stock valued at $1.2 million at $2.6715 per share, and a cash payment of $0.2 million relating to specific liabilities. The Company accounted for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805). In addition to the purchase price detailed above, the Company also agreed to provide 3,623,433 shares of the Company’s common stock valued at approximately $9.7 million at $2.6715 per share to Redeeem’s employees which will be vested over three (3) years. For the six months ended December 31, 2022, and the years ended June 30, 2022 and 2021, the Company recognized approximately $0, $3.0 million, and $0.4 million, respectively, in stock-based compensation relating to the vested portion of this deferred compensation. For further detail, please see Note 15 – Stockholders’ Equity. Redeeem Disposition During fourth quarter of fiscal year 2022, the Company wound down operations of Redeeem, LLC and on June 7, 2022, Mr. Kyle Hill, the seller of Redeeem, entered into a separation agreement with the Company (“Separation Agreement”). The terms of the Separation Agreement provided that the compensation for the Redeeem purchase would be modified and Hill would forfeit 1,231,967 of the 3,623,433 shares placed in escrow. The remaining escrow balance of 1,231,968 shares at June 7, 2022, would continue to be governed by the terms of the escrow agreement. As a result, the Company impaired the net value of the intangible assets and goodwill acquired with the purchase, totaling approximately $2.5 million as of June 30, 2022, as well as returned the 1,231,967 shares forfeited by Mr. Hill to Treasury stock, valued at $3.0 million (based on share price of $2.6715 at June 11, 2021). The 1,231,968 shares remaining in escrow are still reported as outstanding as of December 31, 2022. The Company is in the process of having the shares returned from escrow and will retire the shares. Converge Acquisition On March 22, 2022 (the “Closing Date”), the Company through its wholly owned subsidiary CD Acquisition Corp, executed a Membership Interest Purchase Agreement ("MIPA") for the acquisition of all the equity of Converge Direct, LLC and its affiliates ("Converge") and 40% of the equity of Converge Marketing Services, LLC an affiliated entity, for a notional aggregate purchase price of $125.0 million valued for accounting purposes at approximately $114.9 million. The MIPA identifies the seller parties as the Converge Sellers. Purchase Price The cash portion of the purchase price consists of $65.9 million paid on the date of the acquisition, $29.1 million held in escrow payable upon satisfaction of certain conditions, and another $5.0 million payable 12 months after the acquisition date contingent on the Company satisfying its bank covenants and at the option of the payee payment will be in the form of cash or common stock of the Company valued at $2.00 per share. The remaining $25.0 million was paid in the form of 12.5 million shares of the Company’s restricted common stock at a price of $2.00 per share, which for accounting purposes was valued at $1.19 per share for $14.9 million. All 12.5 million shares were subject to a nine (9) month lock-up period. Pursuant to the provisions of the MIPA dated as of November 22, 2021, as amended, an aggregate of $2.5 million (10%) or 1,250,000 shares of the common stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares will be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims. The Company is accounting for the transaction under the purchase method of accounting in accordance with the provisions of ASC Topic 805 Business Combinations (ASC 805). On the Closing Date, Converge became a wholly-owned subsidiary. The Company recorded the $5.0 million payable due at March 21, 2023, at its net present value of $4.7 million at March 22, 2022. Further, pursuant to the MIPA, the Company recorded an additional liability totaling $4.3 million which represents the excess net working capital value received by the Company at the purchase date. Per the terms of the MIPA, this amount was to be repaid within 120 days of closing. As of December 31, 2022, the total $9.3 million is included within acquisition liabilities on the consolidated balance sheets. On March 21, 2022, the Company entered into employment agreements with Sid Toama and Tom Marianacci, two (2) former owners of Converge. Mr. Toama was appointed President of TMG and Mr. Marianacci was appointed as President of the Converge entities. Purchase Price Allocation The Company negotiated the purchase price based on the expected cash flows to be derived from their operations after integration into the Company’s existing distribution, production and service networks. The acquisition purchase price is allocated based on the fair values of the assets acquired and liabilities assumed, which are based on management estimates and third-party appraisals. The Company engaged a valuation expert to provide guidance to management which was considered and in part relied upon in completing its purchase price allocation. The excess of the purchase price over the aggregate estimated fair value of net assets acquired was allocated to goodwill. The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000 Intangible Assets The estimated fair values of the identifiable intangible assets acquired were calculated using an income valuation approach which requires a forecast of expected future cash flows either through the use of relief-from-royalty method or multi-period excess earnings methods ("MPEEM"). The estimated useful lives are based on the Company’s experience and expectations as to the duration of the time the Company expects to realize benefits of the assets. The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows: Intangible Assets: Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000

REVENUE AND ACCOUNTS RECEIVABLE

REVENUE AND ACCOUNTS RECEIVABLE	6 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUE AND ACCOUNTS RECEIVABLE	REVENUE AND ACCOUNTS RECEIVABLE The Company generates revenues primarily by delivering both managed services and performance based marketing services to customers. Managed Services revenue $ 104,644,907 Performance Solutions revenue 75,652,075 Other revenue 7,613,509 $ 187,910,491 The Company’s revenue recognition policies that describe the nature, amount, timing and uncertainty associated with each major source of revenue from contracts with customers are summarized below. Managed and Professional Services Company provides a service such as, but not limited to, media planning, media buying, media ROI measurement, and media or marketing performance reporting. The Company enters into agreements with internet search companies, third-party publishers and/or strategic partners to generate customer acquisition services for their Managed Services customer. The Company is compensated for the delivery of services and/or goods to a client and the revenue includes both the anticipated costs to deliver the product or service as well as the Company’s margin, which is arranged in one of three ways (i) a predetermined retainer amount; (ii) cost plus margin or (iii) a predetermined commission percentage based on the total media spend executed by Company on a client’s behalf. The Company recognizes managed and professional service fees over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. Revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of inputs is the costs consumed by a project in relation to its total anticipated costs. Consultative service engagements typically do not incur a significant amount of direct costs; however, any costs are recognized as incurred. Professional services fees are recognized evenly throughout the term of the agreement. Performance Solutions (“Pay Per Event”) Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering but only charges a client for a predetermined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale. There is a premium that is charged to the client for the Performance Marketing service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service. The Company recognizes revenues for performance advertising when a user engages with the advertisement, such as a click, a view, or a purchase. Generally, advertising revenues are reported on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before it is transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing. The Company’s payment terms vary by the type of customer. Generally, payment terms range from prepayment to sixty (60) days after revenue is earned. Principal versus Agent Revenue Recognition Our customers reimburse for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees, technology fees, production expenses, data costs, and other third-party expenses that the Company incurs on behalf of a client that is needed to deliver the services. The Company recognizes reimbursement income over time by measuring the progress toward complete satisfaction of a performance obligation by measuring its performance in transferring control of the services contractually delivered to a client by applying the input method. The revenue is recognized based on the extent of inputs expended toward satisfying a performance obligation and it was determined that the best judge of input is the costs incurred to date in relation to the anticipated costs. As a result, unless an overage or saving is identified, the reimbursement income equates to the reimbursement costs incurred. Given that the Company contracts directly with the majority of the vendors and is liable for any overages, the Company is deemed a principal in this revenue transaction as they have control over the asset and transfer the asset themselves. As a result, this transaction is recorded gross rather than net. Accruals for costs incurred but not yet billed by third parties are recorded in accrued billable expenses on the consolidated balance sheets. Contract Balances from Contracts with Customers An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable. When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, a contract liability (deferred revenue) is recorded. Deferred revenue is recognized as revenue when, or as, control of the services is transferred to the customer and all revenue recognition criteria have been met. The following table provides information about current contract balances from contracts with customers: December 31, June 30, June 30, 2022 2022 2021 Accounts Receivable, net $ 6,487,031 $ 9,421,497 $ 1,327,000 Contract assets $ 4,314,268 $ 23,586,036 $ — Contract liabilities $ 6,209,442 $ 11,321,159 $ 5,973,000 Accounts receivable is presented net of allowance for doubtful accounts. The Company analyzes receivables aging, customer specific risks, and other factors to estimate its allowance. The Company’s allowance for doubtful accounts was $1.0 million, $0.6 million and $0.5 million as of December 31, 2022, June 30, 2022, and June 30, 2021, respectively. The amount of revenue recognized during the six months ended December 31, 2022, relating to the contract liabilities recorded as of June 30, 2022, was $7.2 million.

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES	6 Months Ended
	Dec. 31, 2022
Restructuring and Related Activities [Abstract]
RESTRUCTURING CHARGES	RESTRUCTURING CHARGES For the six months ending December 31, 2022 and year ending June 30, 2022, the Company underwent organizational changes to further streamline operations. This restructuring program includes workforce reductions, closure of excess facilities, and other charges. The restructuring program resulted in costs incurred primarily for (1) workforce reduction of 113 employees across certain business functions and operating units, (2) abandoned or excess facilities relating to lease terminations and non-cancelable lease costs and (3) other charges, which include but are not limited to legal fees, regulatory/compliance expenses, and contractual obligations. During the six months ended December 31, 2022 and the year ended June 30, 2022, the Company recorded approximately $6.9 million and $5.6 million, respectively, for restructuring charges on the Statements of Operations. As of December 31, 2022 , the Company had accrued restructuring charges of approximately $0.9 million , which is expected to be paid by the end of Fiscal Year 2027. The components of the restructuring charges related to the restructuring program are listed below: Six Months Ended For the Year Ended December 31, 2022 June 30, 2022 June 30, 2021 Excess facilities $ 2,964,459 $ — $ — Severance and termination costs 1,159,683 2,299,732 — Professional fees 1,453,785 — — MUK restructuring costs 376,466 — — Share-based compensation related to accelerated vesting — 3,291,200 — Other exit costs 913,673 — — Total restructuring costs $ 6,868,066 $ 5,590,932 $ — The following is a summary of the components of the restructuring reserve liability: December 31, 2022 Severance and termination costs $ 496,599 Other exit costs 401,260 Total restructuring liabilities $ 897,859 There were no restructuring liabilities recorded as of June 30, 2022 and June 30, 2021. During the six months ended December 31, 2022, a total amount of approximately $2.2 million was paid for restructuring and other related charges December 31, 2022, the remaining amount of restructuring charges to be paid was approximately $3.9 million. The remaining payments are expected to be paid in the following years: approximately $1.7 million in 2023, approximately $1.0 million in 2024, approximately $0.5 million in 2025, approximately $0.4 million in 2026, and approximately $0.2 million in 2027. Of the $3.9 million expected cash payments, $3.0 million is related to the excess facilities charges due to non-cancelable lease costs that will be paid in future periods. These amounts are presented as operating lease liabilities on the Consolidated Balance Sheets as of December 31, 2022. The re maining amount of approximately $0.9 million is presented as Restructuring liabilities on the Consolidated Balance Sheets.

INVESTMENT IN NONCONSOLIDATED A

INVESTMENT IN NONCONSOLIDATED AFFILIATE	6 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
INVESTMENTS IN NONCONSOLIDATED AFFILIATE	INVESTMENT IN NONCONSOLIDATED AFFILIATEOn March 22, 2022, the Company acquired 40% of the equity of Converge Marketing Services, LLC, an affiliate of Converge, which is accounted for under the equity method of accounting. At the acquisition date and as of December 31, 2022, the Company's carrying amount of the investment was insignificant. See Note 3 - Business Combinations and Dispositions for more information on the Converge Acquisition.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following as of December 31, 2022: December 31, 2022 June 30, 2022 June 30, 2021 Computer equipment $ 820,000 $ 841,000 $ 697,000 Website design 6,000 6,000 6,000 Office machine & equipment 109,000 91,000 97,000 Furniture & fixtures 338,000 413,000 438,000 Leasehold improvements 436,000 379,000 135,000 Tenant incentives — — 145,000 Property and equipment, gross 1,709,000 1,730,000 1,518,000 Accumulated depreciation (1,090,000) (1,141,000) (1,175,000) Property and equipment, net $ 619,000 $ 589,000 $ 343,000

LEASES

LEASES	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	LEASES The Company has various operating leases for office space. Some leases include options to extend the lease term, generally at the Company's discretion. The leases generally provide for fixed annual rentals plus certain other costs. The Company's lease agreements do not include any material residual value guarantees or material restrictive covenants. Since the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of future lease payments. Upon the adoption of ASC Topic 842, Leases, the Company used the incremental borrowing rate on July 1, 2019 for all operating leases that commenced prior to that date. Lease expense was approximately $1.3 million, $1.8 million, and $2.6 million for the six months ended December 31, 2022, and the years ended June 30, 2022, and 2021, respectively. In addition, the restructuring and other related charges include $3.0 million for the excess office space related to the Mission Culture and Troika Design Group entities. The $3.0 million charge to the restructuring and other related charges was offset by reducing the right-of-use asset on the Consolidated Balance Sheets. In September 2022, the Company terminated the lease of one of their office facilities in Englewood Cliffs, New Jersey. As part of company-wide restructuring, the Company made the decision to cease using this space as of September 2022, and has no foreseeable plans to occupy it in the future. As of December 31, 2022 the Company has made total payments of $0.2 million for this termination. Further, the Company derecognized the associated right of use asset, and lease liability, and recorded a loss on the early termination of the lease of $0.2 million, which is recognized on the Statement of Operations on the line Restructuring Charges. The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: Six Months Ended For the Year Ended December 31, 2022 June 30, 2022 June 30, 2021 Weighted average remaining lease term in years 3.0 years 3.6 years 3.2 years Weighted average discount rate 5.5% 5.5% 5.0% As of December 31, 2022 , the maturities of the Company’s operating lease liabilities are as follows: Fiscal year ending December 31, 2023 $ 1,949,000 Fiscal year ending December 31, 2024 1,955,000 Fiscal year ending December 31, 2025 1,449,000 Fiscal year ending December 31, 2026 1,454,000 Fiscal year ending December 31, 2027 1,117,000 Thereafter 2,354,000 Total undiscounted operating lease payments $ 10,278,000 Less: imputed interest (1,579,000) Total operating lease liabilities $ 8,699,000 Less: current portion of operating lease liabilities 1,506,534 Operating lease liabilities, non-current $ 7,192,662 Lease Abatement During the year ended June 30, 2022, the company entered into lease abatement agreements with certain landlords. A gain on rent abatement of approximately $0.2 million was recorded during the year ended June 30, 2022. For the six months ended December 31, 2022, and the year ended June 30, 2021, there were no gains or losses on rent abatement.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	FAIR VALUE MEASUREMENTS The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. The following table presents for each of these hierarchy levels, the Company’s liabilities that are measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $— $— $ 30,215,221 $ 30,215,221 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $— $— $— $— The estimated fair value of the warrant liability at December 9, 2022, June 30, 2022 and March 22, 2022 was determined using Level 3 inputs. Inherent in a Black-Scholes options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, dividend yield. The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of December 9, 2022 and June 30, 2022: As of December 9, 2022 As of June 30, 2022 Exercise price $ 0.25 $ 0.76 Stock price $ 0.11 $ 0.76 Volatility 63.60 % 63.60 % Expected life four years five years Risk-free rate 3.99 % 2.42 % Dividend yield — % — % The change in the fair value of the derivative warrant liabilities, for the six months ended December 31, 2022 is summarized as follows: Warrant liabilities at June 30, 2022 $ 30,215,221 Change in fair value of warrant liabilities 20,004,367 Warrant liabilities classification to equity (at December 9, 2022 valuation) 10,210,855 Warrant liabilities at December 31, 2022 $ —

INTANGIBLE ASSETS & GOODWILL

INTANGIBLE ASSETS & GOODWILL	6 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS & GOODWILL	INTANGIBLE ASSETS & GOODWILL Intangible Assets Intangible assets consisted of the following: December 31, 2022 June 30, 2022 June 30, 2021 Customer relationship $ 53,600,000 $ 58,560,000 $ 4,960,000 Non-core customer relationships — 760,000 760,000 Non-compete agreements — 1,430,000 1,430,000 Technology 10,400,000 10,920,000 520,000 Tradename 7,100,000 7,570,000 470,000 Workforce acquired — 2,125,000 2,125,000 71,100,000 81,365,000 10,265,000 Less: accumulated impairment expense — (446,000) — Less: accumulated amortization (6,339,000) (10,613,000) (7,662,000) Net book value $ 64,761,000 $ 70,306,000 $ 2,603,000 Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from three ten $0.4 million and $0 in impairment and other losses (gains), net $0.6 million related to customer relationships, $0.2 million related to non-core customer relationships, $0.2 million related to tradename, and $0.2 million related to non-compete agreements. During the six months ended December 31, 2022 and the years ended June 30, 2022 and 2021, amortization expense was approximately $4.3 million, $3.0 million and $2.2 million, respectively. Future amortization expense is as follows for the years ending December 31, 2023 $ 8,150,000 2024 8,150,000 2025 8,150,000 2026 8,150,000 2027 6,532,000 Thereafter 25,629,000 $ 64,761,000 Goodwill As of December 31, 2022, the net goodwill balance was $45.5 million and accumulated impairment was $18.5 million. The impairment expense for the six months ending December 31, 2022 was approximately $9.8 million , comprised of $6.9 million relating to Mission Culture and $2.9 million relating to Troika Design. As of June 30, 2022, the net goodwill balance was $55.3 million and accumulated impairment was $8.7 million. The impairment expense for the year ending June 30, 2022 was $8.7 million, comprised of $2.0 million relating to Redeeem and $6.7 million relating to Mission-Media Holdings Limited. As of June 30, 2021, the net goodwill balance was $19.4 million. There was no impairment expense and no accumulated impairment for the year ending June 30, 2021. Goodwill will be reassessed during our next annual measurement date of October 31, 2023. As of December 31, 2022, June 30, 2022, and June 30, 2021, the change in carrying value of Goodwill are listed below: Balance at ended June 30, 2021 $ 19,368,000 Goodwill acquired during the year 45,518,000 Goodwill impairment expense (8,711,926) Change in goodwill from foreign currency (824,539) Balance at ended June 30, 2022 $ 55,349,535 Goodwill acquired during the year — Goodwill impairment expense (9,831,030) Change in goodwill from foreign currency — Balance at ended December 31, 2022 $ 45,518,505

ACCRUED EXPENSES

ACCRUED EXPENSES	6 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES	ACCRUED EXPENSES As of December 31, 2022, June 30, 2022 and June 30, 2021, the Company recorded approximately $15.2 million, $28.6 million and $6.0 million in accrued expenses, respectively. As of December 31, As of June 30, 2022 2022 2021 Accrued expenses $ 6,903,150 $ 3,825,570 $ 4,819,000 Accrued billable expenses 7,810,126 23,170,683 — Accrued payroll 530,945 851,276 294,000 Accrued taxes — 802,019 888,000 $ 15,244,221 $ 28,649,548 $ 6,001,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commitments As of December 31, 2022, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Year 1 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 1,949,000 $ 3,404,000 $ 2,571,000 $ 2,354,000 $ 10,278,000 Debt repayment (b) 1,912,500 7,650,000 64,068,750 — $ 73,631,250 Restructuring liabilities (c) 698,683 163,669 35,507 — $ 897,859 Acquisition liabilities (d) 9,293,402 — — — $ 9,293,402 Total $ 13,853,585 $ 11,217,669 $ 66,675,257 $ 2,354,000 $ 94,100,511 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. Lease obligations related to excess facilities associated with the Company wide restructuring plan are included within the operating lease obligations line. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility. '(c) Restructuring liabilities relate primarily to future severance payments and other exit costs (d) Acquisition liabilities recorded on the balance sheet consist of the Company's obligations to the Converge Sellers arising from the Converge Acquisition. See Note 3 - Business Combinations and Dispositions. Contingencies Partial Liquidated Damages The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which has been paid. The Company accrued $3.4 million as of December 31, 2022, which is recorded under contingency on equity issuance on the Consolidated Balance Sheets. The maximum liquidated damages is capped at $7.0 million. 401k Liability In 2022, with new management in charge, the company discovered that it had not made the safe harbor non elective employer contributions to the 401k plan in 2017 pursuant to its 3% formula under plan terms, and the Company corrected that contribution for the affected participants, with earnings, in 2022. The Company also discovered that it did not make the 3% safe harbor non elective employer contributions to the 401k plan for plan years 2018 through 2022. When the error was discovered in 2022, the Company attempted to correct the error by performing the applicable non-discrimination tests and by making qualified nonelective contributions (QNECs) to affected participant accounts. However, as the administration of the 401k plan did not conform to the plan terms with respect to the 3% employer contribution, additional correction is required. Although the Company is evaluating the appropriate corrective approach, the Company has accrued approximately $1.6 million related to the safe harbor 2018 – 2022 contributions, as of December 31, 2022. Legal Matters We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows as of December 31, 2022.

CREDIT FACILITIES

CREDIT FACILITIES	6 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
CREDIT FACILITIES	CREDIT FACILITIES Senior Secured Credit Facility On March 21, 2022, Troika Media Group Inc., and each subsidiary of Troika Media Group Inc. as guarantors, entered into a Financing Agreement with Blue Torch Finance LLC (“Blue Torch”), as Administrative Agent and Collateral Agent. This $76.5 million First Lien Senior Secured Term Loan (the “Credit Facility”) formed the majority of the purchase price of the Converge Acquisition, as well as for working capital and general corporate purposes. The Credit Facility provides for: (i) a Term Loan in the amount of $75.0 million; (ii) an interest rate of the LIBOR Rate Loan of three (3) months; (iii) a four-year maturity, amortized 5.0% per year, payable quarterly; (iv) a 1.0% commitment fee and an upfront fee of 2.0% ($1.5 million) of the Credit Facility paid at closing (capitalized into the Credit Facility bringing the initial loan balance to $76.5 million), plus an administrative agency fee of $250,000 per year; (v) a first priority perfected lien on all property and assets including all outstanding equity of the Company’s subsidiaries; (vi) 1.5% fully-diluted penny warrant coverage in the combined entity; (vii) mandatory prepayment for 50.0% of excess cash flow and 100.0% of proceeds from various transactions; (viii) customary affirmative, negative and financial covenants; (ix) delivery of audited financial statements of Converge; and (x) customary closing conditions. The Company agreed to customary restrictive financial and non-financial covenants in the Credit Facility including, but not limited to, a debt leverage ratio, fixed charge coverage ratio, and maintaining liquidity of at least $6.0 million at all times. The Company and each of its subsidiary Guarantors entered into a Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2022, as a requirement with the Credit Facility. Each Guarantor pledged and assigned to the Collateral Agreement and granted the Collateral Agent with a continuing security interest in all personal property and fixtures of the Guarantors (the “Collateral”) and all proceeds of the Collateral. All equity of the Guarantors was pledged by the Borrower. On March 21, 2022, each of the Company’s Subsidiaries, as Guarantors, entered into an Intercompany Subordination Agreement (the “ISA”) with the Collateral Agent. Under the ISA, each obligor agreed to the subordination of such indebtedness of each other obligor to such other obligations. On March 21, 2022, the Company entered into an Escrow Agreement with Blue Torch Finance LLC and Alter Domus (US) LLC, as Escrow Agent. The Escrow Agreement provides for the escrow of $29.1 million of the $76.5 million proceeds, under the Credit Facility to be held until the audited financial statements of Converge Direct LLC and affiliates for the years ended December 31, 2020 and 2019, are delivered to Blue Torch Finance LLC, which were delivered during fourth quarter 2022. As of December 31, 2022, Blue Torch Finance LLC has not authorized the release of the funds in escrow. Although the Company believes that the Converge Sellers’ recourse is solely to the escrow account, it is possible that the Converge Sellers could make claims against the Company for the deferred amount. In the event that the Converge Sellers were to make and be successful in such claims, the Company believes that a court would likely order Blue Torch to release the escrowed funds to satisfy such claims On October 14, 2022, Blue Torch and the Company entered into a Limited Waiver of events of default under the Financing Agreement that related to the Company’s failure to satisfy certain financial and non-financial covenants. The Limited Waiver was scheduled to expire on October 28, 2022, if not terminated earlier by Blue Torch (“Waiver Period”), but was subsequently extended by the First Amendment to Limited Waiver to Financing Agreement dated as of October 28, 2022, the Second Amendment to the Limited Waiver to Financing Agreement dated as of November 11, 2022, the Third Amendment to the Limited Waiver to Financing Agreement dated as of November 25, 2022, the Fourth Amendment to the Limited Waiver to Financing Agreement dated as of December 9, 2022, and the Fifth Amendment to the Limited Waiver to Financing Agreement dated as of December 23, 2022. Refer to Note 18 Subsequent Events. in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this Transition Report, for further details on our debt. The Company is working in good faith with Blue Torch to resolve the aforementioned events of default and has initiated a strategic review process to, among other things, explore other potential means of resolution with Blue Torch, including by engaging in a refinancing, sale or similar transaction. In connection with the aforementioned note, the Company recorded deferred debt and issuance costs totaling $9.2 million. The discount and issuance costs will be amortized over the life of the note using the effective interest rate method. Amortization of deferred financing costs for the six months ended December 31, 2022, was approximately $1.2 million. For the years ended June 30, 2022 and 2021, amortization of deferred financing costs were $0.8 million and $0, respectively. As of December 31, 2022, and June 30, 2022 the Company made principal payments totaling approximately $1.9 million and $1.0 million, respectively. There was no amortization of deferred financing costs or principal payments made for the year ended June 30, 2021. Convertible Note Payable As of December 31, 2022, June 30, 2022 and June 30, 2021, there was a total of $60 thousand, $50 thousand, and $50 thousand respectively, in convertible notes payable outstanding. Long term debt consists of the following at December 31, 2022, June 30, 2022 , and June 30, 2021 : Effective Interest Rate December 31, 2022 June 30, 2022 June 30, 2021 Senior Note due 2026 (less unamortized discount and issuance costs of $7.2 million, $8.4 million, and $0, respectively) 14.18 % $ 66,385,055 $ 67,119,000 $ — Convertible Note 60,006 50,000 50,000 Related Party Note 30,000 100,000 200,000 Total debt 66,475,061 67,269,000 250,000 Less: current portion 1,641,217 1,688,000 250,000 Long-term debt, excluding current portion $ 64,833,844 $ 65,581,203 $ — The payments of principal to be made are as follows: 2023 $ 1,912,500 2024 3,825,000 2025 3,825,000 2026 64,068,750 $ 73,631,250

RELATED PARTY

RELATED PARTY	6 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY	RELATED PARTY Related Party Transactions Converge Sellers During the third quarter of fiscal year 2022, in connection with the Converge Acquisition, the Company incurred amounts due to the Converge Sellers totaling $9.2 million. The Conver ge Sellers include Sadiq "Sid" Toama, CEO of Troika Media Group, Tom Marianacci, Head of Demand Solutions, of the Converge subsidiaries, wholly owned subsidiaries of Troika and Mike Carrano, Head of Supply Solutions, are all party to the amounts due. As of December 31, 2022 and June 30, 2022, there was $9.3 million and $9.1 million, respectively, outstanding and included on the balance sheet under acquisition liabilities. During the six months ended December 31, 2022, and year ended June 30, 2022, the Company recorded $0.2 million and $0 of interest expense related to accretion of the fair value of the liability. There were no such amounts recorded for the period ended June 30, 2021 related to acquisition liability or interest expense. Converge Marketing Services ("CMS") The Company has an Exclusive Services Agreement with CMS, a 40% owned entity, to provide advertising and related services. For the six months ended December 31, 2022, the Company generated revenue of $2.5 million from the CMS agreement. For the year ended June 30, 2022 the Company generated revenue of $1.3 million, which represents the revenue earned post-Converge acquisition. Media Resource Group Mr. Tom Marianacci, who is the Head of Demand Solutions of the Company and one of the Converge sellers, currently holds more than 5% of the Company’s equity. Mr. Marianacci serves as an Owner and executive director of Media Resource Group (“MRG”) company that entered into a service agreement with the Company , dated January 1st, 1997 , under which MRG agreed to provide certain media services to the Company. The Company paid approximately $0.8 million and $0.4 million to MRG for the six months ended December 31, 2022 and the period between March 21, 2022 and June 30, 2022, respectively. Other As of December 31, 2022, June 30, 2022 and 2021, the Company owed the founder and CEO of Troika Design Group, Inc. Dan Pappalardo approximately $30 thousand, $0.1 million and $0.2 million , respectively. For the six months ended December 31, 2022, the Company paid Thomas Ochocki, a member of the Company's Board of Directors and Managing Member of Union Investment Management Limited, approximately $18 thousand, for various reimbursable expenses and paid Union Eight Ventures Ltd. and Union Investment Management Ltd. approximately $0.4 million for consulting fees. In April 2021, the Company paid $0.3 million to the estate of Sally Pappalardo representing the outstanding principal of $0.2 million and accrued interest of $0.1 million . The holder provided the Company a signed release acknowledging all obligations under the note had been paid in full.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY Employee and Director Incentive Plans 2017 EQUITY INCENTIVE PLAN On June 13, 2017, the Board adopted and approved an amendment to the Troika Media Group, Inc. 2015 Employee, Director and Consultant Equity Incentive Plan (the “Equity Plan”), to change the name from M2 nGage Group, Inc. to Troika Media Group, Inc., in order to attract, motivate, retain, and reward high-quality executives and other employees, officers, directors, consultants, and other persons who provide services to the Company by enabling such persons to acquire an equity interest in the Company. Under the Plan, the Board (or the compensation committee of the Board, if one is established) may award stock options, either stock grant of shares of the Company’s common stock, incentive stock options (“ISOs”) under IRS section 422, or a non-qualified stock option (“Non-ISOs”) (collectively “Options”). The Plan allocates 3,333,334 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the Plan. As of December 31, 2022, the Company has granted, under the Plan, awards in the form of non-qualified stock options (" NQSOs") for all 3,333,334 shares. 2021 EQUITY INCENTIVE PLAN On October 28, 2021, the Board adopted, and a majority of outstanding shareholders subsequently approved, the 2021 Employee, Director & Consultant Equity Incentive Plan (the “2021 Plan”). The prior Equity Plan did not have any remaining authorized shares. The 2021 Plan is intended to attract and retain employees, directors and consultants, to involve them to work for the benefit of the Company or its affiliated entities, and to provide additional incentive for them to promote the Company’s success. The 2021 Plan provides for the award of stock options, either ISOs or NQSOs, restricted shares and restricted stock units (RSUs) . The 2021 Plan authorized 12,300,000 shares of Common Stock for the issuance of awards under the 2021 Plan. As of the date of this report, an aggregate of 6,000,000 RSUs and 2,000,000 NQSOs had been awarded to executive officers and directors and 3,700,000 RSUs had been awarded to employees. In addition the Company has issued 3,500,000 RSUs to certain executives of Converge related to the acquisition agreement and related to their continued employment with the Company. These RSUs were issued outside the 2021 Equity Incentive Plan. Non-Qualified Stock Options (“NQSOs”) Award Activity Under the Equity Incentive Plan the Company grants options to purchase shares of the Company's common stock to employees and affiliates of the Company. These options are time based and vest over the contractual term. The options granted are approved by the Company's Compensation Committee. The following table summarizes balances relating to holders of the Company’s NQSOs as of December 31, 2022, June 30, 2022 and June 30, 2021 : Nonperformance based vesting NQSO's Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding balance as of: June 30, 2021 3,088,833 $1.13 0.40 $1,829,999 June 30, 2022 3,657,833 $1.39 0.60 $1,824,232 December 31, 2022 4,971,223 $0.93 1.40 $— Exercisable at: June 30, 2021 2,766,467 $0.90 0.30 $1,611,068 June 30, 2022 2,997,972 $1.04 0.20 $1,806,539 December 31, 2022 3,175,320 $0.97 0.30 $— The Company uses the Black-Scholes Model to determine the fair value of stock options granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of stock options awards. The Company granted stock options to purchase 2,000,000 shares of common stock during the six months ended December 31, 2022 at $0.59 per share. The Company determines the assumptions used in the valuation of stock option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for stock options granted throughout the year. The Company has utilized the following assumptions in its Black-Scholes stock options valuation model to calculate the estimated grant date fair value of the options granted during the six months ended December 31, 2022 : Volatility 65.6 % Risk-free rate 3.05 % Contractual term 3.0 years Exercise price $0.59 For the six months ended December 31, 2022, and years ended June 30, 2022 and 2021, the Company recognized stock compensation expense for options granted of $0.4 million, $0.5 million, and $0.9 million, respectively. As of December 31, 2022, total unrecognized share-based compensation related to unvested options was approximately $0.7 million, and the weighted-average remaining vesting period for these awards was approximately one year and two months. Restricted Share Units Award Activity Pursuant to the Company’s 2021 Plan the Company issues RSUs in consideration for employee and consultant services. RSUs issued under the Plan may be exercised in accordance with the applicable grant notice. The Company has also issued RSUs outside of the Plan in accordance with the Converge transaction to certain Converge Sellers, these RSUs are may also be exercised in accordance with the applicable grant notice. The following table summarizes activity relating to holders of the Company’s RSUs for the six months ended December 31, 2022 and during the years ended June 30, 2022 and 2021 : Nonperformance based vesting RSU's Weighted average fair value per share at date of grant Outstanding award balance as of June 30, 2021 — Granted 8,800,000 $ 1.02 Exercised (7,700,000) $ 1.01 Forfeited — Outstanding award balance as of June 30, 2022 1,100,000 $ 1.02 Granted 900,000 $0.34 Exercised (800,000) $ 0.29 Forfeited (150,000) $1.00 Outstanding award balance as of December 31, 2022 1,050,000 $ 0.95 Vested 750,000 $ 0.97 Unvested 300,000 $ 0.91 For the six months ended December 31, 2022, and years ended June 30, 2022 and 2021, the Company recognized stock compensation expense for restricted stock units granted of $1.3 million, $8.5 million, and $0, respectively. As of December 31, 2022, total unrecognized share-based compensation related to unvested restricted stock units was approximately $2.9 million, and the weighted-average remaining vesting period for these awards is approximately one year and six months. Non public warrants In connection with agreements with employees, consultants and lenders, the Company issued non public warrants with the right to purchase restricted shares of the Company's common stock at an agreed upon contractual exercise price. These warrants have not been registered under the Securities Act, the Warrant is being issued and the shares issuable upon exercise of the warrants and will be issued on the basis of the statutory exemption provided by the Securities Act. Absent a registration statement applicable to these warrants, restricted stock will be issued to the holder upon exercise. The following table summarizes balances relating to holders of the Company’s nonpublic warrants as of December 31, 2022, June 30, 2022, and June 30, 2021: Warrants Weighted-average exercise price Outstanding balance: June 30, 2021 8,296,408 $1.05 June 30, 2022 6,771,223 $1.05 December 31, 2022 6,437,889 $1.06 Exercisable at: June 30, 2021 7,248,702 $1.00 June 30, 2022 5,770,263 $0.99 December 31, 2022 5,275,611 $1.00 For the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, the Company has recorded approximately $1.0 million, $0.9 million and $3.2 million, respectively, as compensation expense related to vested warrants issued, net of forfeitures. No warrants were granted in the six months ended December 31, 2022. As of December 31, 2022 t he weighted-average remaining contractual term for the outstanding warrants was approximately two years and the intrinsic value of outstanding warrants was $0. Series E Private Placement On March 16, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors to issue and sell in a private offering an aggregate of $50.0 million of securities, consisting of shares of Series E convertible preferred stock of the Company, par value $0.01 per share and warrants to purchase (100% coverage) shares of common. Under the terms of the Purchase Agreement, the Company agreed to sell 500,000 shares of its Series E Preferred Stock and Warrants to purchase up to 33,333,333 shares of the Company’s common stock. Each share of the Series E Preferred Stock has a stated value of $100 per share and is convertible into shares of common stock at a conversion price of $1.50 per share subject to adjustment. The Preferred Stock is perpetual and has no maturity date. The Preferred Stock will not be subject to any mandatory redemption or other similar provisions. All future shares of Preferred Stock shall rank junior to the Series E Preferred Stock, except if at least a majority of the Series E Preferred Stock expressly consent, to the creation of the Parity Stock of Senior Preferred Stock. The Conversion Price of the Series E Preferred Stock and the Exercise Price of the Warrants is subject to adjustment for: (a) stock dividends and stock distributions; (b) subsequent rights offerings; (c) pro rata distributions; and (d) Fundamental Transactions (as defined). The Conversion Price is also subject to downward adjustment (the “Registration Reset Price”) to the greater of (i) eighty (80%) percent of the average of the ten (10) lowest daily VWAPs during the forty (40) trading day period beginning on and including the Trading Day immediately follow the Effective Date of the initial Registration Statement in July 2022, and (ii) the Floor Price of $0.25 per share. The Company issued accompanying Common Stock Purchase Warrants (the “Warrants”) exercisable for five (5) years at $2.00 per share, to purchase an aggregate of 33,333,333 shares of Common Stock. The exercise price is subject to the same Registration Reset Price, as described above. The Floor Price is $0.25 per share. At the time of the closing of the aforementioned Securities Purchase Agreement, using the Black-Scholes model, the Company recorded a fair value of approximately $28.4 million on the balance sheet within derivative liabilities- financing warrant s. At June 30, 2022 the fair value of such warrants was $28.4 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $0.6 million. At December 9, 2022, the date of the mark to market revaluation, the fair value of such warrants was $10.2 million and a resultant gain on change in fair value of derivative liabilities was recorded for approximately $20.0 million. The Series E Preferred Stock and Warrants include certain reset and anti-dilution provisions that could reduce the conversion prices and exercise prices thereo f down to $0.25 (the “Floor Price”) which was a significant discount to the then current market price. For purposes of complying with Rule 563 5(d) of the Nasdaq Stock Market rules, the shareholders approved the issuance of more than 19.99% of the current total issued and outstanding shares of Common Stock upon conversion of the Series E Preferred Stock and exercise of the Warrants, including, but not limited to, reducing the conversion price to the Floor Price. In addition, the Majority Stockholders approved the amendment to Article Three of the Articles of Incorporation to reflect an increase in the number of authorized shares of all classes of stock which the Company shall have the authority to issue from 315,000,000 shares to 825,000,000 shares, such shares being designated as follows: (i) 800,000,000 shares of Common Stock, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share. On September 26, 2022, we entered into an Exchange Agreement (the “Exchange Agreement”) with each holder of our Series E Preferred Stock (each a “Series E Holder”), pursuant to which (i) each Series E Holder exchanged its existing warrant to purchase our common stock, dated March 16, 2022 (the “Old Warrants”), for new warrants to purchase our common stock (the “New Warrants”), and (ii) each Series E Holder consented to changes in the terms of the private investment in public equity (“PIPE”) placement effected by the Company on March 16, 2022 (the “New PIPE Terms”), including an amendment and restatement of the terms of our Series E convertible preferred stock, par value $0.01 per share (the “Series E Preferred Stock”). In consideration for the issuance of the New Warrants and the other New PIPE Terms, we filed an amended and restated certificate of designation for the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to effect certain changes contemplated by the Exchange Agreement. The New PIPE Terms effect the following changes, among others, to the rights Series E Holders: a. New Warrant Exercise Price : The New Warrant exercise price per share of common stock was $0.55, provided that if all shares of Series E Preferred Stock issued pursuant to the Certificate of Designation were not repurchased by the Company on or prior to November 26, 2022, on such date, the exercise price per share of the New Warrants would revert to $2.00, subject to further adjustment as set forth in the New Warrant. In general, such further adjustments provide that, subject to acceleration by the holder thereof, after the Subsequent Adjustment Period, the exercise price is adjusted to the lesser of the exercise price then in effect or the greater of (i) the average of the ten (10) lowest daily VWAPs during the Subsequent Adjustment Period and (ii) $0.25. b. Series E Conversion Price : The conversion price for the Series E Preferred Stock was initially equal to $0.40 per share, and so long as the arithmetic average of the daily volume-weighted average prices ("VWAPs") of the Common Stock for the calendar week prior to each of the following respective dates was lower than the Conversion Price at that time, the Conversion Price would be downwardly adjusted by $0.01 on each of October 24, 2022, October 31, 2022, November 7, 2022, November 14, 2022, and November 21, 2022. The conversion price is subject to further adjustments upon conclusion of the Subsequent Adjustment Period, subject to acceleration by the holder thereof, to the lesser of the conversion price then in effect or the greater of (i) the average of the ten (10) lowest daily VWAPs during the Subsequent Adjustment Period and (ii) $0.25. c. Standstill Period : The Series E Holders agreed to a 60-day standstill period ending on November 26, 2022 (the “Standstill Period”), during which each Series E Holder agreed not to convert more than fifty (50%) percent of the Series E Preferred Stock held by such holder at the beginning of the Standstill Period. d. Series E Buyout . During the Standstill Period the Company agreed to use commercially reasonable efforts to raise funds to repurchase all outstanding shares of Series E Preferred Stock held by the Series E Holders at a purchase price of $100 per share, subject to the provisions of the Certificate of Designation. e. Limitation on Sales: During the Standstill Period, the Purchasers agreed not to sell shares of the Company’s common stock for a price less than $0.30 per share. f. Liquidated Damages: The Company agreed to pay to the Purchasers all liquidated damages owed through September 21, 2022 (including any pro-rated amounts), which totaled approximately $3.6 million, all of which was paid during the three months ended September 30, 2022. The Company accrued an additional $3.4 million at December 31, 2022 which is recorded in loss contingency on equity issuance on the statements of operations and comprehensive income (loss). Financing Warrants As part of the Converge Acquisition, the Company agreed to issue Common Stock Purchase Warrants. The warrants were issued to certain institutional investors, "the Series E Investor Warrants", and to the Lender, "Blue Torch Warrants", to purchase shares of the Company's Common Stock. The Company has recorded the change in the fair value of these warrants using the mark to market approach. Reconciliation of the derivative liabilities - financing warrants are as follows: On December 9, 2022, the Company determined that the warrant contracts met certain criteria for equity classification within the Consolidated Balance Sheets. At December 9, 2022, the fair value of such warrants was $10.2 million and a resultant gain on change in fair value of derivative liabilities - financing warrants was recorded for approximately $20.0 million, which is recorded on the Consolidated Statements of Operations within the line, gain on change in fair value of derivative liabilities. As of December 31, 2022, the Company reclassified the derivative liabilities into equity classification. The value of the derivative liabilities were remeasured as of December 9, 2022 and the Company transferred into equity the derivative liabilities at their remeasured fair value of approximately $10.2 million. Blue Torch warrants For the six months ended December 31, 2022, the Company recorded approximately $1.3 million gain on change in fair value of derivative liabilities related to warrants issued to the Lender in connection with our Credit Facility. During the fiscal year ended June 30, 2022, the Company recorded approximately $0.6 million gain on change in fair value of derivative liabilities related to warrants issued to the Lender in connection with our Credit Facility, which were initially valued at approximately $2.4 million. Series E Investor warrants For the six months ended December 31, 2022, the Company recorded approximately $18.7 million gain on change in fair value of derivative liabilities related to warrants issued to Series E investors. During the fiscal year ended June 30, 2022, the Company recorded $6 thousand gain on change in fair value of derivative liabilities related to warrants issued to Series E investors, which were initially valued at approximately $28.4 million. Refer to Note 9 Fair Value Measurements. in the Notes to Consolidated Financial Statements, included in Item 8. Financial Statements and Supplementary Data of this Transition Report, for further details on our warrant liabilities. Preferred Stock Series A Preferred Stock On April 14, 2022, notice was given that all 720,000 shares of the Issuer’s outstanding 9% Series A Preferred Stock would be redeemed. The redemption of the Series A Preferred Stock was effected on May 31, 2022 (the “Redemption Date”) at a price equal to $0.20 per share, plus an amount equal to all accrued and unpaid dividends thereon but not including the Redemption Date in an amount equal to $0.42 per share, for a total payment of $0.62 per share (the “Redemption Price”). The total aggregate amount of the redemption was $0.4 million . Holders of record as of the Redemption Date received the Redemption Price upon presentation and surrender of the Preferred Stock as described in the notice. Upon redemption, dividends on the Preferred Stock ceased to accrue and all rights of the Holders terminated, except to the proceeds of the Redemption Price. As of December 31, 2022, there were no shares of Series A Preferred Stock issued and outstanding Preferred shares As of December 31, 2022, no shares of Series A Preferred Stock were issued and outstanding; no shares of Series B Preferred Stock were issued and outstanding; no shares of Series C Preferred Stock were issued and outstanding; no shares of Series D Preferred Stock were issued and outstanding; and 310,793 shares of Series E Preferred Stock were issued and outstanding. For the six months ended December 31, 2022, 189,207 shares of Series E Preferred Stock were converted into approximately 75.0 million shares of common stock, at a conversion price of $0.25.

MISSION-MEDIA HOLDINGS LTD EQUI

MISSION-MEDIA HOLDINGS LTD EQUITY PURCHASE AGREEMENT	6 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
MISSION-MEDIA HOLDINGS LTD EQUITY PURCHASE AGREEMENT	MISSION-MEDIA HOLDINGS LTD EQUITY PURCHASE AGREEMENT On August 1, 2022, Troika Mission Holdings (seller) entered into an equity purchase agreement with Union Ventures Limited (buyer). The buyer purchased from seller, all of the seller's right, title, and interest in and to sellers respective Mission-Media Holdings Limited shares, including any and all liabilities and assets on as is basis. The buyer agreed to pay the seller an aggregate purchase price of $1,000. At the closing the seller was required to make a nonrefundable infusion of no less than £500,000 GBP ($609,000 USD) to Mission UK for working capital. The Company sold 100% of its Mission-Media Holdings Limited subsidiary business to Union Ventures Limited, a UK limited liability company formed under the laws of England and Wales (registered no. 14169163) for $1,000 and deconsolidated its investment . The net gain on the deconsolidation was approximately $0.1 million as reported gain on sale of subsidiary in the Statement of Operations in the Company's financial statements. Further, during the six months ended December 31, 2022, the Company reclassified approximately $1.0 million out of Accumulated Other Comprehensive Income and into Foreign Exchange Loss within the Statements of Operations for the release of historical cumulative translation adjustments for Mission-Media Holdings. As of December 31, 2022 , the Company does not consider Mission-Media Holdings Ltd. to be a related party and does not have any continuing involvement with the former subsidiary.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company and its domestic subsidiaries file on a consolidated U.S. federal tax basis and state tax returns on a consolidated, combined or separate basis depending on the applicable laws for the calendar years ending December 31, 2022, and December 31, 2021. In prior years, the Company issued US GAAP financial statements for the fiscal period ended June 30th and going forward, the Company’s year-end for US GAAP and tax return purposes will be aligned to a calendar year-end. The Company, the parent company of Troika Design Group Inc., Troika Services, Inc., Troika Analytics, Inc., Troika-Mission Holdings, Inc., Mission Media USA, Inc., Troika IO, Inc. and CD Acquisition Corp, are subject to the U.S. federal tax rate of 21% and approximately up to 11% state tax for the years ending December 31, 2022, and December 31, 2021. Mission-Media Holdings, LTD and Mission-Media, LTD are foreign subsidiaries of the Company which file tax returns in the United Kingdom. The Company divested its two UK subsidiaries on August 1, 2022.The UK entities are subject to a tax rate of 19% for the years ending December 31, 2022, and December 31, 2021. Income tax (benefit) expense from continuing operations on an estimated GAAP basis for the six months ended December 31, 2022 and years ending June 30, 2022 and 2021 consisted of the following: December 31, 2022 June 30, 2022 June 30, 2021 Current Federal $ — $ (37,109) $ 37,000 State 19,122 73,034 27,000 Foreign — — — Total current tax expense / (benefit) $ 19,122 $ 35,925 $ 64,000 Deferred Federal $ — $ — $ 152,000 State — — — Foreign — — — Total deferred tax expense / (benefit) $ — $ — $ 152,000 Valuation allowance — — — Total tax expense / (benefit) $ 19,122 $ 35,925 $ 216,000 A reconciliation of the estimated federal statutory income tax rate to the Company’s effective income tax rate is as follows: December 31, 2022 June 30, 2022 June 30, 2021 Taxes calculated at federal rate 21.0 % 21.0 % 21.0 % Foreign taxes (30.6) % (4.3) % (0.1) % Debt settlement — % 0.2 % 2.6 % Stock compensation — % (2.2) % (1.2) % Change in valuation allowance (72.1) % (15.4) % (25.4) % State taxes, net of federal benefit 41.0 % 1.2 % 1.9 % Gain on derivative liability - financing warrants 46.1 % — % — % Acquisition - domestic — % — % — % Acquisition - foreign — % — % — % Goodwill impairment (17.5) % (1.3) % — % Revaluation of deferred 11.3 % — % — % Other adjustments (0.2) % 1.0 % 1.6 % Provision for income taxes (1.0) % 0.2 % 0.4 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2022, June 30, 2022, and June 30, 2021, are presented below: December 31, 2022 June 30, 2022 June 30, 2021 Deferred Tax Assets Net operating loss carryforwards $ 12,050,000 $ 9,242,000 $ 5,320,000 Accounts receivable reserve 277,000 137,000 131,000 Contribution carryover 13,000 11,000 6,000 Section 163 (j) limitation 2,808,000 649,000 120,000 Stock based compensation 2,031,000 1,132,000 1,611,000 Accrued interest — 82,000 89,000 Accrued Expenses 448,000 — — Contract liabilities 1,974,000 2,187,000 — Deferred rent — 303,000 — Net right-of-use assets 3,873,000 — 1,772,000 Goodwill 635,000 — — Intangibles 1,695,000 — — Total Deferred Tax Assets 25,804,000 13,743,000 9,049,000 Deferred Tax Liabilities Fixed Assets (127,000) (117,000) (112,000) Intangibles — (98,000) (513,000) Lease liability (5,447,000) — — Goodwill — (171,000) — Deferred Revenue — — (179,000) Total Deferred Tax Liabilities (5,574,000) (386,000) (804,000) Net Deferred Tax Assets 20,230,000 13,357,000 8,245,000 Valuation Allowance (20,230,000) (13,357,000) (8,245,000) Net deferred tax / (liabilities) $ — $ — $ — The Company is in the process of reviewing its current deferred tax balances and the above amounts for the periods ending December 31, 2022, June 30, 2022 and 2021, are estimated, but may not be all inclusive. Deferred tax assets and liabilities are computed by applying the estimated enacted federal, foreign and state income tax rates to the gross amounts of future taxable amounts and future deductible amounts and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the six months ending December 31, 2022, the estimated valuation allowance increased by approximately $6.9 million to $20.2 million as compared to an increase of approximately $5.1 million for such period and $8.2 million for the year ended as of June 30, 2022 and June 30, 2021. The increase in valuation allowance is primarily related to an increase in net operating losses. The total valuation allowance results from the Company’s position that it is more likely than not able to realize their net deferred tax assets within the foreseeable future. At June 30, 2017, and prior to this date, the Company had estimated federal and state net operating loss carryforwards. For the periods prior to the year ending June 30, 2017, the Company is unable to accurately verify or compute the applicable federal and state net operating losses. Such losses may not be utilizable or possibly eliminated under IRC Section 382/383, change of ownership rules. Management is in the process of reviewing IRC Section 382/383 at the time of this filing for the period indicated. These carryforwards may be subject to an annual limitation under I.R.C. §§ 382 and 383 and similar state

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS Machinist Litigation On February 7, 2023, Robert Machinist, the former Chief Executive Officer and Chairman of the Board of the Company, filed a Complaint against the Company in the Supreme Court of the State of New York in a case styled Robert Machinist v. Troika Media Group, Inc. , No. 650728/2023. Mr. Machinist alleges the Company breached a Separation Agreement between Mr. Machinist and the Company, dated May 19, 2022, by not paying certain severance and other benefits. The Complaint seeks damages with interest, a declaration that Mr. Machinist is entitled the payments sought by the Complaint (and an injunction compelling the Company to pay them), and an award of Mr. Machinist’s costs incurred in connection with the litigation. Although the Company believes that it has meritorious defenses, at this time, the Company cannot predict the outcome of this matter. Blue Torch Limited Waiver The Waiver Period, as described in Note 13, was further extended by the Sixth Amendment to the Limited Waiver to Financing Agreement dated as of January 13, 2023, and the Seventh Amendment to the Limited Waiver to the Financing Agreement dated January 31, 2023. On February 10, 2023, Blue Torch and the Company entered into an Amended and Restated Limited Waiver (the “ A&R Limited Waiver ”) of certain events of default (such events of default, the “ Specified Events of Default ”) under the Financing Agreement, which amended and restated the prior Limited Wavier, as amended. The A&R Limited Waiver provides that, among other things, during the A&R Waiver Period (defined below), the Company will comply with certain sale and refinancing milestones and refrain from engaging in any “Permitted Acquisition” under the Financing Agreement or making certain post-closing payments to the sellers of the Converge business under the MIPA. The A&R Limited Waiver will expire on the earliest of (x) the occurrence of an Event of Default under the Financing Agreement that is not a Specified Event of Default, (y) a failure by the Company to comply with certain sale and refinancing milestones set forth in a side letter agreed by the Company and the Lenders and (z) June 30, 2023, subject to potential extension of up to 60 days to obtain regulatory and/or shareholder approval in the event the Company is pursuing a sale transaction (the “ A&R Waiver Period ”). Conversion of Preferred Series E Shares and exercise of Warrants During the period January 1, 2023 to March 6, 2023 an approximate 270 thousand shares of Preferred Series E Stock were converted into approximately 111 million shares of common stock. During the same period, holders of warrants exercised approximately 27.1 million warrants resulting in the issuance of an additional 106.0 million shares of common stock being issued. Approximately 6.2 million warrants remain unexercised.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION	Basis of Presentation On October 20, 2022 the Company's Board of Directors approved a change in the Company's fiscal year from a fiscal year ending on the last day of June each year to a calendar fiscal year ending on the last day of December of each year, effective January 1, 2023. Accordingly, these financial statements contain six month transitional financial statements as of and for the period ending December 31, 2022, and will become calendar year financial statements thereafter. The Company previously reported on a fiscal year basis ending on June 30th. In these consolidated financial statements, the fiscal years ended June 30, 2022 and 2021, are referred to as “fiscal year”, and the six month period ending December 31, 2022, is referred to as “transition period”. The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries, Troika Design Group, Inc., Troika Services Inc., Troika Analytics Inc., Troika Productions, LLC (California), Troika-Mission Holdings, Inc. (New York), Mission Culture LLC (Delaware), Mission-Media USA, Inc. (New York), Troika IO, Inc. (f/k/a Redeeem Acquisition Corp) (California), CD Acquisition Corp. (Delaware), Converge Direct, LLC (New York), Converge Marketing Services, LLC (to the extent of 40%) (New York), Converge Interactive, LLC (New York), and Lacuna Ventures, LLC (New York). The Mission-Media Holdings Limited (United Kingdom) financial statements are consolidated until the date of disposal, which was on August 1, 2022. All significant intercompany accounts and transactions have been eliminated in consolidation.
PRINCIPLES OF CONSOLIDATION
BUSINESS COMBINATIONS	Business Combinations The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary
USE OF ESTIMATES	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the assessment of the collectability of accounts receivable and the determination of the allowance for doubtful accounts, valuation of warrants and options, goodwill, intangible assets, other long-lived assets, and tax accruals. In addition, estimates are used in revenue recognition, performance and share-based compensation, depreciation and amortization, litigation matters and other matters. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods.
REVENUE RECOGNITION	Revenue Recognition The Company generates revenue principally from two material revenue streams: Managed Services and Performance S olutions . The Company’s Managed Services are typically orientated around the management of a customer’s marketing, data and/or creative program. The Company’s deliverables relate to the planning, designing and activating of a solution program or set of work products. The Company executes this revenue stream by leveraging internal and external creative, technical or media-based resources, third party AdTech solutions, proprietary business intelligence systems, data delivery systems, and other key services required under the terms of a scope of work with a client. Revenue in certain cases is earned based on a percentage (%) of a customer’s total budget (or media spend) or retainer, which is recognized as a net revenue, while other revenue is recognized on a gross basis. The Company’s Performance Solutions are typically orientated around the delivery of a predetermined event or outcome to a client. Typically, the revenue associated with the event (as agreed upon in a scope of work) is based on a click, lead, call, appointment, qualified event, case, sale, or other defined business metric. The Company engages in a myriad of consumer engagement tactics, ecosystems, and methods to generate and collect a consumer’s interest in a particular service or good. The Company's revenue recognition policies that describe the nature, amount, timing, and uncertainty associated with each major revenue source from contracts with customers are described in Note 4 - Revenue and Accounts Receivable. Cost of Revenue
ADVERTISING	Advertising Advertising costs are typically charged to expense when incurred. The Company may receive rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates are recorded as a reduction to the related advertising and marketing expense. Total advertising costs classified in selling, general, and administrative during the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, were approximately $0.1 million, $0.2 million , and $0, respectively.
INCOME TAXES	Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has net operating losses for both their US and UK entities; however, a full valuation allowance was recorded due to uncertainties in realizing the deferred tax asset (Note 17 – Income Taxes).
STOCK-BASED COMPENSATION	Stock-based Compensation The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company has adopted ASC 2018-07, Improvements to Nonemployee Share-Based Payment Accounting
CASH AND CASH EQUIVALENTS	Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities.
SHORT-TERM INVESTMENTS	Short-Term InvestmentsShort-term investments include investments that (i) have original maturities of greater than three months and (ii) the Company has the ability to convert into cash within one year. The Company classifies short-term investments at the time of purchase as “held-to-maturity” and re-evaluates its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated statements of cash flows. As of December 31, 2002, June 30, 2022 and June 30, 2021 the Company had no short-term investments.
ACCOUNTS RECEIVABLE	Accounts ReceivableAccounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. During the six months ended December 31, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors.
PROPERTY AND EQUIPMENT	Property and Equipment and Other Long-Lived Assets Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expenditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Costs of maintenance and repairs are expensed as incurred. Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3
IMPAIRMENT OF LONG-LIVED-ASSETS	Impairment of long-lived-assets The Company evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows. Intangible asset impairment charges $1.2 million, $0.4 million, and $0 for the six months ended December 31, 2022 and years ended June 30, 2022 and 2021, respectively.
LEASES	Leases The Company’s leases primarily consist of corporate office space. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated and combined statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheets.
FAIR VALUE MEASUREMENT	Fair Value Measurement The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022, June 30, 2022, and June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or they are payable on demand. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as the fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. See Note 9 - Fair Value Measurements for additional information.
CONCENTRATION OF CREDIT RISK	Concentration of Credit Risk Financial instruments that potentially may subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent account balances with financial institutions in the United States and United Kingdom which at times exceed federally insured limits for accounts in the United States. Considering deposits with these institutions can be redeemed on demand, the Company believes there is minimal risk. As of December 31, 2022, June 30, 2022 and June 30, 2021, the Company had approximately $26.2 million, $30.0 million , and $10.1 million in cash that was uninsured, respectively.
DERIVATIVE LIABILITY	Derivative Liability The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect their fair value at each period end with any increase or decrease in the fair value being recorded in results of operations. The fair value of derivative instruments such as convertible note payables and warrant liabilities are valued using the Black-Scholes option-pricing model based on various assumptions.
RETIREMENT BENEFITS	Retirement BenefitsWe maintain a 401(k) retirement savings plan (or 401(k) Plan) under which all of our employees are eligible to participate beginning on the first day of the month after their employment with us begins. The 401(k) Plan includes a deferral feature under which a participant may elect to defer his or her compensation by up to the statutorily prescribed IRS limits. Currently, we also match participant contributions to the 401(k) Plan up to 3% of the participant’s annual eligible earnings. We believe that providing a vehicle for retirement savings through our 401(k) Plan, and making matching contributions, adds to the overall desirability of our executive compensation program
RESTRUCTURING AND RELATED COSTS	Restructuring and Related CostsCosts associated with restructuring plan generally consist of involuntary termination benefits, contract termination costs, and other exit-related costs including costs to close facilities. The Company records a liability for involuntary termination benefits when management has committed to a plan that established the terms of the arrangement and that plan has been communicated to employees. Costs to terminate a contract before the end of the term are recognized on the termination date, and costs that will continue to be incurred in a contract for the remaining term without economic benefit are recognized as the cease of use date. Restructuring and related costs may also include the write down of related assets, including operating lease right of use assets, when the sale or abandonment of the asset is a direct result of the plan. Other exit related costs are recognized as incurred. Restructuring and related costs are recognized as an operating expense within the consolidated statements of operations and are classified based on the Company's classification policy for each category of operating expense.
FOREIGN CURRENCY TRANSLATION	Foreign Currency Translation The consolidated financial statements of the Company are presented in U.S. dollars. The functional currency for the Company is U.S. dollars for all entities other than Mission-Media Holdings Limited, whose operations are based in the United Kingdom and their functional currency is British Pound Sterling (GBP). Transactions in currencies other than the functional currencies are recorded using the appropriate exchange rate at the time of the transaction. All assets and liabilities are translated into U.S. Dollars at balance sheet date using closing rate, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) income. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Statement of Operations. The relevant translation rates are as follows: at the date of the Mission-Media Holdings Limited transaction (August 1, 2022), the Company utilized a closing rate of $1.217670 US$:GBP, and a yearly average rate of $1.285833 US$:GBP; for the year ended June 30, 2022, closing rate at $1.219050 US$:GBP, yearly average rate at $1.330358 US$:GBP, for the year ended June 30, 2021, closing rate at $1.382800 US$:GBP, yearly average rate at $1.346692 US$:GBP. At the period-end date of December 31, 2022, the Company did not have any foreign subsidiaries.
COMPREHENSIVE LOSS	Comprehensive loss Comprehensive loss is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. For the Company, comprehensive loss for the six months ending December 31, 2022 and the years ending June 30, 2022 and 2021, included net loss and unrealized gains (losses) from foreign currency translation adjustments.
EARNINGS PER SHARE	Earnings per Share Net income (loss) per common share is calculated in accordance with ASC Topic: 260 Earnings per Share. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded.
STIMULUS FUNDING	In accordance with IAS-20, Accounting for Government Grants and Disclosure of Government Assistance, the proceeds from government grants are to be recognized as a deferred income liability and reported as income as the related costs are expensed. On December 31, 2022 and June 30, 2022, the Company had no deferred income liabilities. On June 30, 2021, the Company recorded deferred income liabilities of approximately $0.3 million within contract liabilities and $0.6 million within stimulus loans, respectively. For the fiscal years ending June 30, 2022 and 2021, the Company recognized approximately $0.3 million, and $3.1 million in income from government grants, respectively. For the six months ended December 31, 2022, the Company had no income from government grants.
RECENT ACCOUNTING PRONOUNCEMENTS	Recent Accounting Pronouncements Accounting Pronouncements Adopted In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The Company has adopted the guidance effective July 1, 2021. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. In December 2019, the FASB issued amended guidance in the form of ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. The Company has adopted the guidance effective July 1, 2021. During the six months ended December 31, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which changes the impairment model for most financial assets, including accounts receivable. The new model uses a forward-looking expected loss method. Historically, the credit loss experience on our client billings has not resulted in material bad debt expense. Accordingly, the adoption of ASU 2016-13 did not have a significant impact on our financial position, or on our results of operations. As a result of the adoption of ASU 2016-13, we changed our accounting policy for allowance for doubtful accounts as follows: We maintain an allowance for doubtful accounts related to potential losses that could arise due to our customers’ inability to make required payments. This allowance requires management to apply judgment in deriving the estimated reserve. In connection with the estimate of our allowance, we perform ongoing credit evaluations of our customers’ financial condition, including information related to their credit ratings obtained from independent third-party firms. If, as a result, we become aware that additional reserves may be necessary, we perform additional analysis including, but not limited to, factors such as a customer’s creditworthiness, intent and ability to pay and overall financial position. If the data we use to calculate the allowance for doubtful accounts does not timely reflect the future ability to collect outstanding receivables, including the effects of the COVID-19 pandemic on our clients’ credit, additional provisions for doubtful accounts may be needed and our results of operations could be affected. Since the Company adopted ASU 2016-13 during this transition period, a modified retrospective approach was used by using a cumulative-effect adjustment to the opening retained earnings balance. For the period ended December 31, 2022, we recorded bad debt expense of $0.4 million and increased our allowance for doubtful accounts to $1.0 million. The Company recorded in retained earnings the cumulative effect of the adoption of the accounting pronouncement of $0.2 million. Accounting Standards Update 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The Company adopted this standard effective July 1, 2022. The adoption of the pronouncement did not have a material impact on the financial statements when adopted. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Subtopic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency. ASU 2021-08 is effective for the Company beginning January 1, 2023. This update should be applied prospectively on or after the effective date of the amendments. The Company is currently evaluating the effect of adopting this ASU.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Estimated Useful Lives	Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 Intangible assets consisted of the following: December 31, 2022 June 30, 2022 June 30, 2021 Customer relationship $ 53,600,000 $ 58,560,000 $ 4,960,000 Non-core customer relationships — 760,000 760,000 Non-compete agreements — 1,430,000 1,430,000 Technology 10,400,000 10,920,000 520,000 Tradename 7,100,000 7,570,000 470,000 Workforce acquired — 2,125,000 2,125,000 71,100,000 81,365,000 10,265,000 Less: accumulated impairment expense — (446,000) — Less: accumulated amortization (6,339,000) (10,613,000) (7,662,000) Net book value $ 64,761,000 $ 70,306,000 $ 2,603,000
Schedule of Dilutive Common Stock Equivalents	The following are dilutive common stock equivalents as of December 31, 2022, which were not included in the calculation of loss per share, since the Company had a net loss from continuing operations and a net loss: December 31, 2022 June 30, 2022 June 30, 2021 Convertible preferred stock 124,317,000 33,333,333 48,000 Stock payables — — 588,354 Stock options 3,437,000 3,616,836 2,766,467 Stock warrants 4,147,000 6,771,223 7,248,702 Financing warrants 266,666,640 70,270,019 — Restricted stock units 3,800,000 4,450,000 — Total 402,367,640 118,441,411 10,651,523

BUSINESS COMBINATIONS AND DIS_2

BUSINESS COMBINATIONS AND DISPOSITIONS (Tables)	6 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule Of Purchase Price Allocation	The following table summarizes the allocation of the purchase price of the assets acquired related to the acquisition as of the closing date: Current assets $ 33,856,000 Fixed assets 233,000 Other non-current assets 4,340,000 Intangible assets 71,100,000 Goodwill 45,519,000 Current liabilities (34,904,000) Other non-current liabilities (5,506,000) Consideration $ 114,638,000
Schedule of Identifiable Intangible Assets Acquired	The estimated fair values of the identifiable intangible assets acquired, estimated useful lives and related valuation methodology are as follows: Intangible Assets: Fair Value Life in Years Discount Rate Valuation Method Customer relationships $ 53,600,000 10 17.8% Income (MPEEM) Technology 10,400,000 5 17.8% Income (Relief-from-Royalty) Tradename 7,100,000 10 18.8% Income (Relief-from-Royalty) $ 71,100,000

REVENUE AND ACCOUNTS RECEIVAB_2

REVENUE AND ACCOUNTS RECEIVABLE (Tables)	6 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Generated by Managed Services and Performance Based Marketing Services	The Company generates revenues primarily by delivering both managed services and performance based marketing services to customers. Managed Services revenue $ 104,644,907 Performance Solutions revenue 75,652,075 Other revenue 7,613,509 $ 187,910,491
Contract with Customer, Contract Asset, Contract Liability, and Receivable	The following table provides information about current contract balances from contracts with customers: December 31, June 30, June 30, 2022 2022 2021 Accounts Receivable, net $ 6,487,031 $ 9,421,497 $ 1,327,000 Contract assets $ 4,314,268 $ 23,586,036 $ — Contract liabilities $ 6,209,442 $ 11,321,159 $ 5,973,000

RESTRUCTURING CHARGES (Tables)

RESTRUCTURING CHARGES (Tables)	6 Months Ended
	Dec. 31, 2022
Restructuring and Related Activities [Abstract]
Components of Restructuring Charges	The components of the restructuring charges related to the restructuring program are listed below: Six Months Ended For the Year Ended December 31, 2022 June 30, 2022 June 30, 2021 Excess facilities $ 2,964,459 $ — $ — Severance and termination costs 1,159,683 2,299,732 — Professional fees 1,453,785 — — MUK restructuring costs 376,466 — — Share-based compensation related to accelerated vesting — 3,291,200 — Other exit costs 913,673 — — Total restructuring costs $ 6,868,066 $ 5,590,932 $ —
Components of Restructuring Reserve Liability	The following is a summary of the components of the restructuring reserve liability: December 31, 2022 Severance and termination costs $ 496,599 Other exit costs 401,260 Total restructuring liabilities $ 897,859

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule Of Property And Equipment	Property and equipment, net consists of the following as of December 31, 2022: December 31, 2022 June 30, 2022 June 30, 2021 Computer equipment $ 820,000 $ 841,000 $ 697,000 Website design 6,000 6,000 6,000 Office machine & equipment 109,000 91,000 97,000 Furniture & fixtures 338,000 413,000 438,000 Leasehold improvements 436,000 379,000 135,000 Tenant incentives — — 145,000 Property and equipment, gross 1,709,000 1,730,000 1,518,000 Accumulated depreciation (1,090,000) (1,141,000) (1,175,000) Property and equipment, net $ 619,000 $ 589,000 $ 343,000

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Operating Leases	The following table summarizes the weighted-average remaining lease term and discount rate for operating leases: Six Months Ended For the Year Ended December 31, 2022 June 30, 2022 June 30, 2021 Weighted average remaining lease term in years 3.0 years 3.6 years 3.2 years Weighted average discount rate 5.5% 5.5% 5.0%
Schedule of Future Minimum Lease Payments	As of December 31, 2022 , the maturities of the Company’s operating lease liabilities are as follows: Fiscal year ending December 31, 2023 $ 1,949,000 Fiscal year ending December 31, 2024 1,955,000 Fiscal year ending December 31, 2025 1,449,000 Fiscal year ending December 31, 2026 1,454,000 Fiscal year ending December 31, 2027 1,117,000 Thereafter 2,354,000 Total undiscounted operating lease payments $ 10,278,000 Less: imputed interest (1,579,000) Total operating lease liabilities $ 8,699,000 Less: current portion of operating lease liabilities 1,506,534 Operating lease liabilities, non-current $ 7,192,662

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value, Liabilities Measured on Recurring Basis	The following table presents for each of these hierarchy levels, the Company’s liabilities that are measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $— $— $ 30,215,221 $ 30,215,221 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $— $— $— $—
Fair Value Measurement Inputs and Valuation Techniques	The following table provides quantitative information regarding Level 3 fair value measurements as of December 9, 2022 and June 30, 2022: As of December 9, 2022 As of June 30, 2022 Exercise price $ 0.25 $ 0.76 Stock price $ 0.11 $ 0.76 Volatility 63.60 % 63.60 % Expected life four years five years Risk-free rate 3.99 % 2.42 % Dividend yield — % — %
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The change in the fair value of the derivative warrant liabilities, for the six months ended December 31, 2022 is summarized as follows: Warrant liabilities at June 30, 2022 $ 30,215,221 Change in fair value of warrant liabilities 20,004,367 Warrant liabilities classification to equity (at December 9, 2022 valuation) 10,210,855 Warrant liabilities at December 31, 2022 $ —

INTANGIBLE ASSETS & GOODWILL (T

INTANGIBLE ASSETS & GOODWILL (Tables)	6 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Property and equipment are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Computer equipment 3 Website design 5 Office machine & equipment 5 Furniture & fixtures 7 Leasehold improvements 7 Tenant incentives 7 Intangible assets with finite lives are depreciated on a straight-line basis using the estimated lives indicated below (in years): Estimated Useful Lives Customer relationships 10 Non-core customer relationships 8 Technology 5 Tradename 10 Workforce acquired 3 Intangible assets consisted of the following: December 31, 2022 June 30, 2022 June 30, 2021 Customer relationship $ 53,600,000 $ 58,560,000 $ 4,960,000 Non-core customer relationships — 760,000 760,000 Non-compete agreements — 1,430,000 1,430,000 Technology 10,400,000 10,920,000 520,000 Tradename 7,100,000 7,570,000 470,000 Workforce acquired — 2,125,000 2,125,000 71,100,000 81,365,000 10,265,000 Less: accumulated impairment expense — (446,000) — Less: accumulated amortization (6,339,000) (10,613,000) (7,662,000) Net book value $ 64,761,000 $ 70,306,000 $ 2,603,000
Schedule of Future amortization expense	During the six months ended December 31, 2022 and the years ended June 30, 2022 and 2021, amortization expense was approximately $4.3 million, $3.0 million and $2.2 million, respectively. Future amortization expense is as follows for the years ending December 31, 2023 $ 8,150,000 2024 8,150,000 2025 8,150,000 2026 8,150,000 2027 6,532,000 Thereafter 25,629,000 $ 64,761,000
Schedule of Goodwill	As of December 31, 2022, June 30, 2022, and June 30, 2021, the change in carrying value of Goodwill are listed below: Balance at ended June 30, 2021 $ 19,368,000 Goodwill acquired during the year 45,518,000 Goodwill impairment expense (8,711,926) Change in goodwill from foreign currency (824,539) Balance at ended June 30, 2022 $ 55,349,535 Goodwill acquired during the year — Goodwill impairment expense (9,831,030) Change in goodwill from foreign currency — Balance at ended December 31, 2022 $ 45,518,505

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	6 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule Of Accounts Payable	As of December 31, As of June 30, 2022 2022 2021 Accrued expenses $ 6,903,150 $ 3,825,570 $ 4,819,000 Accrued billable expenses 7,810,126 23,170,683 — Accrued payroll 530,945 851,276 294,000 Accrued taxes — 802,019 888,000 $ 15,244,221 $ 28,649,548 $ 6,001,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of Commitments of the Company	As of December 31, 2022, commitments of the Company in the normal course of business in excess of one year are as follows: Payments Due by Period Year 1 Years 2-3 Years 4-5 >5 Years Total Operating lease obligations (a) $ 1,949,000 $ 3,404,000 $ 2,571,000 $ 2,354,000 $ 10,278,000 Debt repayment (b) 1,912,500 7,650,000 64,068,750 — $ 73,631,250 Restructuring liabilities (c) 698,683 163,669 35,507 — $ 897,859 Acquisition liabilities (d) 9,293,402 — — — $ 9,293,402 Total $ 13,853,585 $ 11,217,669 $ 66,675,257 $ 2,354,000 $ 94,100,511 (a) Operating lease obligations primarily represent future minimum rental payments on various long-term noncancellable leases for office space. Lease obligations related to excess facilities associated with the Company wide restructuring plan are included within the operating lease obligations line. (b) Debt repayments consists of principal repayments required under the Company's Credit Facility. '(c) Restructuring liabilities relate primarily to future severance payments and other exit costs (d) Acquisition liabilities recorded on the balance sheet consist of the Company's obligations to the Converge Sellers arising from the Converge Acquisition. See Note 3 - Business Combinations and Dispositions.

CREDIT FACILITIES (Tables)

CREDIT FACILITIES (Tables)	6 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	Long term debt consists of the following at December 31, 2022, June 30, 2022 , and June 30, 2021 : Effective Interest Rate December 31, 2022 June 30, 2022 June 30, 2021 Senior Note due 2026 (less unamortized discount and issuance costs of $7.2 million, $8.4 million, and $0, respectively) 14.18 % $ 66,385,055 $ 67,119,000 $ — Convertible Note 60,006 50,000 50,000 Related Party Note 30,000 100,000 200,000 Total debt 66,475,061 67,269,000 250,000 Less: current portion 1,641,217 1,688,000 250,000 Long-term debt, excluding current portion $ 64,833,844 $ 65,581,203 $ —
Schedule of Maturities of Long-Term Debt	The payments of principal to be made are as follows: 2023 $ 1,912,500 2024 3,825,000 2025 3,825,000 2026 64,068,750 $ 73,631,250

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Summary of option activity	The following table summarizes balances relating to holders of the Company’s NQSOs as of December 31, 2022, June 30, 2022 and June 30, 2021 : Nonperformance based vesting NQSO's Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding balance as of: June 30, 2021 3,088,833 $1.13 0.40 $1,829,999 June 30, 2022 3,657,833 $1.39 0.60 $1,824,232 December 31, 2022 4,971,223 $0.93 1.40 $— Exercisable at: June 30, 2021 2,766,467 $0.90 0.30 $1,611,068 June 30, 2022 2,997,972 $1.04 0.20 $1,806,539 December 31, 2022 3,175,320 $0.97 0.30 $—
Schedule of assumptions	The Company has utilized the following assumptions in its Black-Scholes stock options valuation model to calculate the estimated grant date fair value of the options granted during the six months ended December 31, 2022 : Volatility 65.6 % Risk-free rate 3.05 % Contractual term 3.0 years Exercise price $0.59
Summary of RSU activity	The following table summarizes activity relating to holders of the Company’s RSUs for the six months ended December 31, 2022 and during the years ended June 30, 2022 and 2021 : Nonperformance based vesting RSU's Weighted average fair value per share at date of grant Outstanding award balance as of June 30, 2021 — Granted 8,800,000 $ 1.02 Exercised (7,700,000) $ 1.01 Forfeited — Outstanding award balance as of June 30, 2022 1,100,000 $ 1.02 Granted 900,000 $0.34 Exercised (800,000) $ 0.29 Forfeited (150,000) $1.00 Outstanding award balance as of December 31, 2022 1,050,000 $ 0.95 Vested 750,000 $ 0.97 Unvested 300,000 $ 0.91
Summary of warrant activity	The following table summarizes balances relating to holders of the Company’s nonpublic warrants as of December 31, 2022, June 30, 2022, and June 30, 2021: Warrants Weighted-average exercise price Outstanding balance: June 30, 2021 8,296,408 $1.05 June 30, 2022 6,771,223 $1.05 December 31, 2022 6,437,889 $1.06 Exercisable at: June 30, 2021 7,248,702 $1.00 June 30, 2022 5,770,263 $0.99 December 31, 2022 5,275,611 $1.00

INCOME TAXES (Tables)

INCOME TAXES (Tables)	6 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income tax (benefit) expense
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the estimated federal statutory income tax rate to the Company’s effective income tax rate is as follows: December 31, 2022 June 30, 2022 June 30, 2021 Taxes calculated at federal rate 21.0 % 21.0 % 21.0 % Foreign taxes (30.6) % (4.3) % (0.1) % Debt settlement — % 0.2 % 2.6 % Stock compensation — % (2.2) % (1.2) % Change in valuation allowance (72.1) % (15.4) % (25.4) % State taxes, net of federal benefit 41.0 % 1.2 % 1.9 % Gain on derivative liability - financing warrants 46.1 % — % — % Acquisition - domestic — % — % — % Acquisition - foreign — % — % — % Goodwill impairment (17.5) % (1.3) % — % Revaluation of deferred 11.3 % — % — % Other adjustments (0.2) % 1.0 % 1.6 % Provision for income taxes (1.0) % 0.2 % 0.4 %
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2022, June 30, 2022, and June 30, 2021, are presented below: December 31, 2022 June 30, 2022 June 30, 2021 Deferred Tax Assets Net operating loss carryforwards $ 12,050,000 $ 9,242,000 $ 5,320,000 Accounts receivable reserve 277,000 137,000 131,000 Contribution carryover 13,000 11,000 6,000 Section 163 (j) limitation 2,808,000 649,000 120,000 Stock based compensation 2,031,000 1,132,000 1,611,000 Accrued interest — 82,000 89,000 Accrued Expenses 448,000 — — Contract liabilities 1,974,000 2,187,000 — Deferred rent — 303,000 — Net right-of-use assets 3,873,000 — 1,772,000 Goodwill 635,000 — — Intangibles 1,695,000 — — Total Deferred Tax Assets 25,804,000 13,743,000 9,049,000 Deferred Tax Liabilities Fixed Assets (127,000) (117,000) (112,000) Intangibles — (98,000) (513,000) Lease liability (5,447,000) — — Goodwill — (171,000) — Deferred Revenue — — (179,000) Total Deferred Tax Liabilities (5,574,000) (386,000) (804,000) Net Deferred Tax Assets 20,230,000 13,357,000 8,245,000 Valuation Allowance (20,230,000) (13,357,000) (8,245,000) Net deferred tax / (liabilities) $ — $ — $ —

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) $ in Millions			1 Months Ended
	Mar. 21, 2022	Aug. 14, 2020	Feb. 28, 2021	Apr. 30, 2020	Mar. 22, 2022
Product Information [Line Items]
Proceeds from SBA loan				$ 3.4
Converge Acquisition
Product Information [Line Items]
Purchase price in cash	$ 125
Aggregate purchase price, value	$ 114.9
Converge Acquisition | Converge Marketing Services, LLC
Product Information [Line Items]
Percentage of voting interest acquired	40%				40%
Payroll Protection Program
Product Information [Line Items]
Proceeds from SBA loan		$ 0.5	$ 1.7	$ 1.7

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)		6 Months Ended	12 Months Ended
	Aug. 01, 2022	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Product Information [Line Items]
Marketing and advertising cost		$ 100,000	$ 200,000	$ 0
Allowance for doubtful accounts		$ 1,000,000	$ 600,000	$ 500,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Asset Impairment Charges And Other Gain (Loss), Net	Asset Impairment Charges And Other Gain (Loss), Net	Asset Impairment Charges And Other Gain (Loss), Net
Impairment of intangible assets, finite lived		$ 1,200,000	$ 400,000	$ 0
Goodwill impairment losses		9,831,030	8,711,926	0
Uninsured cash		$ 26,200,000	$ 30,000,000	$ 10,100,000
Employer matching contribution, percentage of match		3%
Retirement benefit payments		$ 200,000
Accrued retirement benefits		1,600,000
Closing rate US$: GBP	$ 1.217670		$ 1.219050	$ 1.382800
Average rate US$: GBP	$ 1.285833		$ 1.330358	$ 1.346692
Provision (reversal) for bad debt		354,049	$ (124,058)	$ (260,000)
Total stockholders’ equity		30,479,112	10,390,739	18,738,000	$ 7,000,000
STIMULUS FUNDING
Product Information [Line Items]
Contract liabilities				600,000
Cumulative Effect, Period of Adoption, Adjustment
Product Information [Line Items]
Total stockholders’ equity		200,000	(174,792)
Troika Design
Product Information [Line Items]
Goodwill impairment losses		2,900,000
Mission Culture LLC
Product Information [Line Items]
Goodwill impairment losses		6,900,000
Redeem, LLC Acquisition
Product Information [Line Items]
Goodwill impairment losses			2,000,000
Mission Media Limited
Product Information [Line Items]
Goodwill impairment losses			6,700,000
Payroll Protection Program
Product Information [Line Items]
Deferred income liabilities		0	0	300,000
Gain on PPP loan forgiveness		$ 0	$ 300,000	$ 3,100,000
Major Customer | Customer Concentration Risk | Accounts Receivable
Product Information [Line Items]
Customer risk percentage (as a percent)		81.10%	75.90%	44.20%
Major Customer | Customer Concentration Risk | Revenue Benchmark
Product Information [Line Items]
Customer risk percentage (as a percent)		85.50%	74.10%	42.40%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Estimated Useful Lives (Details)	6 Months Ended
	Dec. 31, 2022
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated life (in years)	3 years
Website design
Property, Plant and Equipment [Line Items]
Estimated life (in years)	5 years
Office machine & equipment
Property, Plant and Equipment [Line Items]
Estimated life (in years)	5 years
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Tenant incentives
Property, Plant and Equipment [Line Items]
Estimated life (in years)	7 years
Non-core customer relationships
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	8 years
Technology
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	5 years
Tradename
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	10 years
Workforce acquired
Property, Plant and Equipment [Line Items]
Finite-lived intangible asset, useful life (in years)	3 years

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Dilutive Common Stock Equivalents (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Convertible preferred stock (in shares)	124,317,000	33,333,333	48,000
Stock payable	$ 0	$ 0	$ 588,354
Stock options (in shares)	3,437,000	3,616,836	2,766,467
Stock warrants (in shares)	4,147,000	6,771,223	7,248,702
Total dilutive stock (in shares)	402,367,640	118,441,411	10,651,523
Financing warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	266,666,640	70,270,019	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,800,000	4,450,000	0

BUSINESS COMBINATIONS AND DIS_3

BUSINESS COMBINATIONS AND DISPOSITIONS - Narrative (Details) - USD ($)							6 Months Ended	12 Months Ended
	Jun. 07, 2022	Mar. 22, 2022	Mar. 21, 2022	Nov. 22, 2021	Jun. 11, 2021	May 21, 2021	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Business Combination Segment Allocation [Line Items]
Issuance of common stock related to Converge Acquisition								$ 14,875,000
Deferred compensation							$ 0	3,000,000	$ 400,000
Value of common stock previously held in escrow								3,000,000
Converge Acquisition
Business Combination Segment Allocation [Line Items]
Stock issued during period, shares, acquisitions		12,500,000
Intangible assets		$ 71,100,000
Purchase price in cash			$ 125,000,000
Aggregate purchase price, value			$ 114,900,000
Cash payment		65,900,000
Escrow deposit		29,100,000
Amount withheld by company for working capital		$ 5,000,000
Contingent consideration, term to make payment		12 months
Other payments to acquire businesses		$ 25,000,000
Price per share (in dollars per share)		$ 1.19
Value of equity interest issued		$ 14,900,000
Lock-up period, duration		9 months
Consideration				$ 2,500,000
Percentage of shares held in escrow				10%
Net present value of liability		$ 4,700,000
Additional contingent consideration representing excess net equity value		$ 4,300,000
Number of days to pay contingent consideration		120 days
Contingent consideration, liability							$ 9,300,000	9,100,000
Converge Acquisition | Common Stock
Business Combination Segment Allocation [Line Items]
Stock issued during period, shares, acquisitions				1,250,000
Price per share (in dollars per share)		$ 2
Converge Acquisition | Restricted Stock
Business Combination Segment Allocation [Line Items]
Price per share (in dollars per share)		$ 2
Converge Acquisition | Converge Marketing Services, LLC
Business Combination Segment Allocation [Line Items]
Percentage of voting interest acquired		40%	40%
Redeem, LLC Acquisition
Business Combination Segment Allocation [Line Items]
Aggregate cash payment						$ 1,200,000
Issuance of common stock related to Converge Acquisition						$ 1,200,000
Strike price					$ 2.6715	$ 2.6715
Stock issued during period, shares, acquisitions	1,231,968					3,623,433
Stock issued to Redeem's employees						$ 9,700,000
Award vesting period						3 years
Number of shares of common stock forfeited, previously held in escrow						1,231,967
Intangible assets								$ 2,500,000
Employment Agreement Member | Redeem, LLC Acquisition
Business Combination Segment Allocation [Line Items]
Common stock purchase price						452,929
Liabilities assumed						$ 200,000

BUSINESS COMBINATIONS AND DIS_4

BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule Of Purchase Price Allocation (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Mar. 22, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 45,518,505	$ 55,349,535		$ 19,368,000
Converge Acquisition
Business Acquisition [Line Items]
Current assets			$ 33,856,000
Fixed assets			233,000
Other non-current assets			4,340,000
Intangible assets			71,100,000
Goodwill			45,519,000
Current liabilities			(34,904,000)
Other non-current liabilities			(5,506,000)
Consideration			$ 114,638,000

BUSINESS COMBINATIONS AND DIS_5

BUSINESS COMBINATIONS AND DISPOSITIONS - Schedule of Intangible Assets (Details) - Converge Acquisition $ in Millions	Mar. 22, 2022 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 71.1
Customer relationship
Business Acquisition [Line Items]
Fair Value	$ 53.6
Finite-lived intangible asset, useful life (in years)	10 years
Discount rate (as a percent)	0.178
Technology
Business Acquisition [Line Items]
Fair Value	$ 10.4
Finite-lived intangible asset, useful life (in years)	5 years
Discount rate (as a percent)	0.178
Tradename
Business Acquisition [Line Items]
Fair Value	$ 7.1
Finite-lived intangible asset, useful life (in years)	10 years
Discount rate (as a percent)	0.188

REVENUE AND ACCOUNTS RECEIVAB_3

REVENUE AND ACCOUNTS RECEIVABLE - Schedule of Revenue Generated by Managed Services and Performance Based Marketing Services (Details)	6 Months Ended
	Dec. 31, 2022 USD ($)
Managed and Performance Based Marketing Services
Disaggregation of Revenue [Line Items]
Revenue increase (decrease) in period	$ 187,910,491
Managed Services
Disaggregation of Revenue [Line Items]
Revenue increase (decrease) in period	104,644,907
Performance Solutions
Disaggregation of Revenue [Line Items]
Revenue increase (decrease) in period	75,652,075
Other Managed and Performance Based Marketing Services
Disaggregation of Revenue [Line Items]
Revenue increase (decrease) in period	$ 7,613,509

REVENUE AND ACCOUNTS RECEIVAB_4

REVENUE AND ACCOUNTS RECEIVABLE (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Contract with customer, payment terms	60 days
Accounts receivable, net	$ 6,487,031	$ 9,421,497	$ 1,327,000
Contract assets	4,314,268	23,586,036	0
Contract liabilities	6,209,442	11,321,159	5,973,000
Allowance for doubtful accounts	1,000,000	$ 600,000	$ 500,000
Revenue recognized	$ 7,200,000

RESTRUCTURING CHARGES - Narrati

RESTRUCTURING CHARGES - Narrative (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2022 USD ($) employees	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Workforce reduction | employees	113
Restructuring and other related charges	$ 6,868,066	$ 5,590,932	$ 0
Restructuring liabilities	897,859
Restructuring and other related charges	2,200,000
Restructuring liabilities, Year 1	698,683
Future restructuring costs	$ 3,900,000
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Restructuring and other related charges
2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring liabilities, Year 1	$ 1,700,000
Restructuring liabilities, Year 2	1,000,000
Restructuring liabilities, Year 3	500,000
Restructuring liabilities, Year 4	400,000
Restructuring liabilities, Year 5	200,000
Contract Termination
Restructuring Cost and Reserve [Line Items]
Future restructuring costs	$ 3,000,000

RESTRUCTURING CHARGES - Compone

RESTRUCTURING CHARGES - Components of Restructuring Charges (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	$ 6,868,066	$ 5,590,932	$ 0
Mission UK
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	376,466	0	0
Excess facilities
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	2,964,459	0	0
Severance and termination costs
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	1,159,683	2,299,732	0
Professional fees
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	1,453,785	0	0
Share-based compensation related to accelerated vesting
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	0	3,291,200	0
Other exit costs
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges	$ 913,673	$ 0	$ 0

RESTRUCTURING CHARGES - Compo_2

RESTRUCTURING CHARGES - Components of Restructuring Reserve Liability (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring liabilities	$ 897,859	$ 0	$ 0
Severance and termination costs
Restructuring Cost and Reserve [Line Items]
Restructuring liabilities	496,599
Other exit costs
Restructuring Cost and Reserve [Line Items]
Restructuring liabilities	$ 401,260

INVESTMENT IN NONCONSOLIDATED_2

INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details)	Mar. 22, 2022	Mar. 21, 2022
Converge Marketing Services, LLC | Converge Acquisition
Asset Acquisition [Line Items]
Percentage of voting interest acquired	40%	40%

PROPERTY AND EQUIPMENT, NET - S

PROPERTY AND EQUIPMENT, NET - Schedule Of Property And Equipment (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Property, plant and equipment	$ 1,709,000	$ 1,730,000	$ 1,518,000
Accumulated depreciation	(1,090,000)	(1,141,000)	(1,175,000)
Property and equipment, net	618,699	589,205	343,000
Computer equipment
Property, plant and equipment	820,000	841,000	697,000
Website design
Property, plant and equipment	6,000	6,000	6,000
Office machine & equipment
Property, plant and equipment	109,000	91,000	97,000
Furniture & fixtures
Property, plant and equipment	338,000	413,000	438,000
Leasehold improvements
Property, plant and equipment	436,000	379,000	135,000
Tenant incentives
Property, plant and equipment	$ 0	$ 0	$ 145,000

PROPERTY AND EQUIPMENT, NET - N

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 109,248	$ 146,890	$ 131,000

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($)	4 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Lessee, Lease, Description [Line Items]
Operating lease expense		$ 1,300,000	$ 1,800,000	$ 2,600,000
Operating lease, excess office space charge		3,000,000
Restructuring and other related charges		6,868,066	5,590,932	0
Loss on early termination of lease		(202,150)	0	0
Gain on rent abatement		0	200,000	0
Excess facilities
Lessee, Lease, Description [Line Items]
Restructuring and other related charges		2,964,459	$ 0	$ 0
Englewood Cliffs, New Jersey Lease
Lessee, Lease, Description [Line Items]
Loss on early termination of lease	$ 200,000	$ 200,000

LEASES - Schedule of Operating

LEASES - Schedule of Operating Leases (Details)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Weighted average remaining lease term in years	3 years	3 years 7 months 6 days	3 years 2 months 12 days
Weighted average discount rate	5.50%	5.50%	5%

LEASES - Schedule of Future Min

LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Fiscal year ending December 31, 2023	$ 1,949,000
Fiscal year ending December 31, 2024	1,955,000
Fiscal year ending December 31, 2025	1,449,000
Fiscal year ending December 31, 2026	1,454,000
Fiscal year ending December 31, 2027	1,117,000
Thereafter	2,354,000
Total undiscounted operating lease payments	10,278,000
Less: imputed interest	(1,579,000)
Total operating lease liabilities	8,699,000
Less: current portion of operating lease liabilities	1,506,534	$ 2,682,457	$ 3,344,000
Operating lease liabilities, non-current	$ 7,192,662	$ 8,994,073	$ 5,835,000

FAIR VALUE MEASUREMENTS - Liabi

FAIR VALUE MEASUREMENTS - Liabilities Measured on a Recurring Basis (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities- financing warrants	$ 0	$ 30,215,221	$ 13,000
Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities- financing warrants	0	30,215,221
Level 1 | Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities- financing warrants		0
Level 2 | Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities- financing warrants		0
Level 3 | Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities- financing warrants	$ 0	$ 30,215,221

FAIR VALUE MEASUREMENTS - Valua

FAIR VALUE MEASUREMENTS - Valuation Inputs (Details)	Dec. 09, 2022 $ / shares	Jun. 30, 2022 $ / shares
Exercise price
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input, per share (in dollars per share)	$ 0.25	$ 0.76
Stock price
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input, per share (in dollars per share)	$ 0.11	$ 0.76
Volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input	0.6360	0.6360
Expected life
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input, term	4 years	5 years
Risk-free rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input	0.0399	0.0242
Dividend yield
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input	0	0

FAIR VALUE MEASUREMENTS - Level

FAIR VALUE MEASUREMENTS - Level 3 Reconciliation (Details)	6 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability at June 30, 2022	$ 30,215,221
Change in fair value of warrant liabilities	20,004,367
Warrant liabilities classification to equity (at December 9, 2022 valuation)	10,210,855
Warrant liabilities at September 30, 2022	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain on change in fair value of derivative liabilities

INTANGIBLE ASSETS & GOODWILL -S

INTANGIBLE ASSETS & GOODWILL -Schedule of Intangible Assets (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Intangible assets, gross	$ 71,100,000		$ 81,365,000	$ 10,265,000
Less: accumulated impairment expense	0	$ 0	(446,000)
Less: accumulated amortization	(6,339,000)		(10,613,000)	(7,662,000)
Net book value	64,761,111		70,306,005	2,603,000
Customer relationship
Intangible assets, gross	53,600,000		58,560,000	4,960,000
Non-core customer relationships
Intangible assets, gross	0		760,000	760,000
Non-compete agreements
Intangible assets, gross	0		1,430,000	1,430,000
Technology
Intangible assets, gross	10,400,000		10,920,000	520,000
Tradename
Intangible assets, gross	7,100,000		7,570,000	470,000
Workforce acquired
Intangible assets, gross	$ 0		$ 2,125,000	$ 2,125,000

INTANGIBLE ASSETS & GOODWILL -

INTANGIBLE ASSETS & GOODWILL - Schedule of Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 8,150
2024	8,150
2025	8,150
2026	8,150
2027	6,532
Thereafter	25,629
Future amortization expense	$ 64,761

INTANGIBLE ASSETS & GOODWILL _2

INTANGIBLE ASSETS & GOODWILL - Narrative (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite lived	$ 1,200,000		$ 400,000	$ 0
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges And Other Gain (Loss), Net		Asset Impairment Charges And Other Gain (Loss), Net	Asset Impairment Charges And Other Gain (Loss), Net
Amortization	$ 4,300,000	$ 3,000,000		$ 2,200,000
Goodwill	45,518,505		$ 55,349,535	19,368,000
Goodwill, accumulated impairment loss	18,500,000			0
Impairment and other losses (gains), net	$ 9,831,030		8,711,926	$ 0
Workforce acquired
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life (in years)	3 years
Customer relationship
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite lived	$ 600,000
Non-core customer relationships
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite lived	200,000
Tradename
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite lived	200,000
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite lived	200,000
Redeem, LLC Acquisition
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net			2,000,000
Mission UK
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net			$ 6,700,000
Mission Culture LLC
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net	6,900,000
Troika Design
Finite-Lived Intangible Assets [Line Items]
Impairment and other losses (gains), net	$ 2,900,000
Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life (in years)	3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life (in years)	10 years

INTANGIBLE ASSETS & GOODWILL _3

INTANGIBLE ASSETS & GOODWILL - Goodwill (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 55,349,535	$ 19,368,000
Goodwill acquired during the year	0	45,518,000
Goodwill impairment expense	(9,831,030)	(8,711,926)	$ 0
Change in goodwill from foreign currency	0	(824,539)
Goodwill, ending balance	$ 45,518,505	$ 55,349,535	$ 19,368,000

ACCRUED EXPENSES - Narrative (D

ACCRUED EXPENSES - Narrative (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accounts payable	$ 15,244,221	$ 28,649,548	$ 6,001,000

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Payables and Accruals [Abstract]
Accrued expenses	$ 6,903,150	$ 3,825,570	$ 4,819,000
Accrued billable expenses	7,810,126	23,170,683	0
Accrued payroll	530,945	851,276	294,000
Accrued taxes	0	802,019	888,000
Accounts payable and accrued expenses	$ 15,244,221	$ 28,649,548	$ 6,001,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Schedule of Commitments of the Company (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease obligations, Year 1	$ 1,949,000
Operating lease obligations, Years 2-3	3,404,000
Operating lease obligations, Years 4-5	2,571,000
Operating lease obligations, More Than 5 Years	2,354,000
Total undiscounted operating lease payments	10,278,000
Debt repayment, Year 1	1,912,500
Debt repayment, Years 2-3	7,650,000
Debt repayment, Years 4-5	64,068,750
Debt repayment, More Than 5 Years	0
Long-term debt, gross	73,631,250
Restructuring liabilities, Year 1	698,683
Restructuring liabilities, Years 2-3	163,669
Restructuring liabilities, Years 4-5	35,507
Restructuring liabilities, More Than 5 Years	0
Restructuring liabilities	897,859
Acquisition liabilities, Year 1	9,293,402
Acquisition liabilities, Years 2-3	0
Acquisition liabilities, Years 4-5	0
Acquisition liabilities, More Than Five Years	0
Acquisition liabilities	$ 9,293,402
Total Contractual Obligation		$ 94,100,511
Total Contractual Obligation, Year 1		13,853,585
Total Contractual Obligation, Years 2-3		11,217,669
Total Contractual Obligation, Years 4-5		66,675,257
Total Contractual Obligation, More Than 5 Years		$ 2,354,000

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2022
Partial liquidated damages	$ 3.6	$ 3.6
Accrual for settlement payment		$ 3.4
Employer matching contribution, percentage of match		3%
Accrued retirement benefits		$ 1.6
Maximum
Damages net amount		$ 7
Stephenson
Settlement payment			$ 0.9
Reversal of accrual to other income			$ 0.1

CREDIT FACILITIES (Details)

CREDIT FACILITIES (Details) - USD ($)		6 Months Ended		12 Months Ended
	Mar. 21, 2022	Dec. 31, 2022	Dec. 31, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 09, 2022
Line of Credit Facility [Line Items]
Amortization of deferred financing costs		$ 1,178,132		$ 791,292	$ 0
Number of shares purchased by warrants (in shares)	1,929,439					5,429,439
Common stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.001		$ 0.001	$ 0.001
The Credit Facility
Line of Credit Facility [Line Items]
Face amount		$ 73,631,250
The Credit Facility | Secured Debt | Line of Credit
Line of Credit Facility [Line Items]
Face amount	$ 76,500,000
Principal amount	$ 75,000,000
Debt instrument, term	4 years
Interest rate	5%
Upfront fee	$ 1,500,000
Administrative agency fee	$ 250,000
Fully-diluted penny warrant coverage percentage	1.50%
Mandatory prepayment, percentage	50%
Percentage of proceeds from various transactions	100%
Debt instrument, covenant, minimum liquidity	$ 6,000,000
Escrow deposit	29,100,000
Unamortized debt discount and issuance costs	$ 9,200,000
Amortization of deferred financing costs		1,200,000		$ 800,000	$ 0
Principal payments made for bank loan		$ 1,900,000	$ 0	$ 1,000,000
Commitment fee percentage	1%
Upfront fee, percentage	2%

CREDIT FACILITIES - Summary of

CREDIT FACILITIES - Summary of Long Term Debt (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Line of Credit Facility [Line Items]
Convertible notes payable	$ 60,006	$ 50,000	$ 50,000
Total debt	66,475,061	67,269,000	250,000
Less: current portion	1,641,217	1,688,000	250,000
Long-term debt, net of deferred financing costs	64,833,844	65,581,203	0
Dan Pappalardo
Line of Credit Facility [Line Items]
Note payable - related party, current	$ 30,000	100,000	200,000
Senior Notes due 2026
Line of Credit Facility [Line Items]
Effective Interest Rate	14.18%
Face amount	$ 66,385,055	67,119,000	0
Unamortized debt discount and issuance costs	$ 7,200,000	$ 8,400,000	$ 0

CREDIT FACILITIES - Summary o_2

CREDIT FACILITIES - Summary of Repayments (Details)	Dec. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
2023	$ 1,912,500
The Credit Facility
Line of Credit Facility [Line Items]
2023	1,912,500
2024	3,825,000
2025	3,825,000
2026	64,068,750
Total Principal	$ 73,631,250

RELATED PARTY - Narrative (Deta

RELATED PARTY - Narrative (Details) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended		15 Months Ended
	Apr. 30, 2021	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Mar. 22, 2022	Mar. 21, 2022
Related Party Transaction [Line Items]
Accretion of fair value liability		$ 184,898	$ 0	$ 0
Converge Sellers
Related Party Transaction [Line Items]
Note payable - related party, current						$ 9,200,000
Converge Marketing Services
Related Party Transaction [Line Items]
Revenue from related parties		2,500,000	1,300,000
Media Resource Group
Related Party Transaction [Line Items]
Related party transactions		800,000			$ 400,000
Dan Pappalardo
Related Party Transaction [Line Items]
Note payable - related party, current		30,000	100,000	$ 200,000	100,000
Estate Of Sally Pappalardo
Related Party Transaction [Line Items]
Note payable - related party, current	$ 300,000
Outstanding principal	200,000
Accrued interest	$ 100,000
Converge Acquisition
Related Party Transaction [Line Items]
Contingent consideration, liability		9,300,000	$ 9,100,000		$ 9,100,000
Converge Acquisition | Converge Marketing Services, LLC
Related Party Transaction [Line Items]
Percentage of voting interest acquired							40%	40%
Reimbursable Expenses | Thomas Ochocki
Related Party Transaction [Line Items]
Related party transactions		18,000
Consulting Fees | Union Eight Ventures Ltd. and Union Investment Management Ltd.
Related Party Transaction [Line Items]
Related party transactions		$ 400,000

STOCKHOLDERS_ EQUITY - Narrativ

STOCKHOLDERS’ EQUITY - Narrative (Details)										1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
	Dec. 09, 2022 USD ($)	Nov. 21, 2022 $ / shares	Nov. 14, 2022 $ / shares	Nov. 07, 2022 $ / shares	Oct. 31, 2022 $ / shares	Oct. 24, 2022 $ / shares	Apr. 14, 2022 shares	Mar. 16, 2022 USD ($) d $ / shares shares	Jun. 13, 2017 shares	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Nov. 27, 2022 $ / shares	Nov. 26, 2022	Sep. 26, 2022 $ / shares	May 31, 2022 USD ($) $ / shares	Mar. 21, 2022 $ / shares shares	Mar. 20, 2022 shares	Oct. 28, 2021 shares
Class of Stock [Line Items]
Number of shares authorized to be issued																						12,300,000
Number of options granted during the period (in shares)													2,000,000
Options granted, grant date fair value (in dollars per share) | $ / shares													$ 0.59
Stock compensation expense for options granted | $													$ 400,000	$ 500,000	$ 900,000
Stock-based compensation | $													2,681,614	16,307,583	4,419,000
Stock compensation expense for restricted stock units | $													1,300,000	8,500,000	0
Stock-based compensation | $													2,681,614	13,292,534
Preferred stock, par or stated value per share (in USD per share) | $ / shares								$ 0.01												$ 0.01
Preferred stock, shares authorized (in shares)																				25,000,000
Percentage of trading price								80%
Number of consecutive lowest trading days | d								10
Number of trading days | d								40
Floor price (in usd per share) | $ / shares								$ 0.25
Warrants exercisable, term (in years)								5 years
Warrants exercisable, price (in usd per share) | $ / shares								$ 2
Purchase of common stock shares								33,333,333
Fair market value of warrants | $	$ 10,200,000							$ 28,400,000						28,400,000
Gain on change in fair value of derivative liabilities | $	20,000,000												$ 20,004,367	$ 638,622	$ 72,000
Percentage of outstanding votes								19.99%
Shares authorized (in shares)																				825,000,000	315,000,000
Common stock, shares authorized (in shares)													800,000,000	800,000,000	800,000,000					800,000,000
Partial liquidated damages | $												$ 3,600,000	$ 3,600,000
Accrual for settlement payment | $													3,400,000
Derivative liabilities, transferred into equity | $	$ 10,200,000
Common Stock, Value, Issued | $													139,302	$ 43,660	$ 40,000
Stock split, conversion ratio										0.06667	0.1
Vested Options
Class of Stock [Line Items]
Stock-based compensation | $													$ 700,000
Period for recognition of share based compensation													1 year 2 months
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Number of options granted during the period (in shares)													900,000	8,800,000
Stock-based compensation | $													$ 2,900,000
Period for recognition of share based compensation													1 year 6 months
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Nonemployee
Class of Stock [Line Items]
Number of options granted during the period (in shares)													6,000,000
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Nonemployee | Converge Acquisition
Class of Stock [Line Items]
Number of options granted during the period (in shares)													3,500,000
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Employee
Class of Stock [Line Items]
Number of options granted during the period (in shares)													3,700,000
Financing warrants
Class of Stock [Line Items]
Stock-based compensation | $													$ 1,000,000	$ 900,000	$ 3,200,000
Number of warrants granted (in shares)													0
Weighted-average remaining contractual term													2 years
Intrinsic value of warrants outstanding | $													$ 0
Gain on change in fair value of derivative liabilities | $													$ 1,300,000
Nonperformance Based Vesting NQSO | Share-Based Payment Arrangement, Nonemployee
Class of Stock [Line Items]
Number of options granted during the period (in shares)													2,000,000
2017 Equity Incentive Plan
Class of Stock [Line Items]
Issuance of common stock (in shares)									3,333,334
Certain Institutional Investors | Securities Purchase Agreement
Class of Stock [Line Items]
Issue and sell in private offering an aggregate amount | $								$ 50,000,000
Warrants to purchase shares of common, percentage								100%
Warrants to purchase up to shares of common stock								33,333,333
Stated value of per share | $ / shares								$ 100
Conversion price per share | $ / shares								1.50
Investors
Class of Stock [Line Items]
Convertible note payables | $														28,400,000
Note Holders
Class of Stock [Line Items]
Convertible note payables | $														$ 2,400,000
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, par or stated value per share (in USD per share) | $ / shares													$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)													5,000,000	5,000,000	5,000,000
Preferred stock, shares outstanding (in shares)							720,000						0	0	720,000
Preferred stock, rate							9%
Preferred stock, redemption price excluding dividends (in dollars per share) | $ / shares																			$ 0.20
Preferred stock, unpaid dividends included in redemption price (in dollars per share) | $ / shares																			0.42
Preferred stock, redemption price (in dollars per share) | $ / shares																			$ 0.62
Preferred stock, redemption amount | $																			$ 400,000
Preferred stock, shares issued (in shares)													0	0	720,000
Series B Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)													0
Preferred stock, shares issued (in shares)													0
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)													0
Preferred stock, shares issued (in shares)													0
Series D Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)													0
Preferred stock, shares issued (in shares)													0
Series E Preferred Stock
Class of Stock [Line Items]
Preferred stock, par or stated value per share (in USD per share) | $ / shares								$ 0.01
Preferred stock, shares authorized (in shares)								500,000					310,793
Exercise price, VWAP, period													10 days
Preferred stock conversion price (in dollars per share) | $ / shares													$ 0.25
Standstill period, minimum threshold (in dollars per share) | $ / shares																		$ 0.30
Preferred stock, shares issued (in shares)													310,793
Conversion of stock													189,207
Common Stock, Value, Issued | $													$ 75,000,000
Series E Preferred Stock | Private Placement
Class of Stock [Line Items]
Exercise price of warrant (in dollars per share) | $ / shares																$ 2		0.55
Preferred stock conversion price (in dollars per share) | $ / shares																		0.40
Preferred stock conversion price, decrease (in dollars per share) | $ / shares		$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Standstill period																	60 days
Sale of stock, standstill period, conversion threshold of preferred stock, percentage																	50%
Sale of stock, price per share | $ / shares																		$ 100
Series E Preferred Stock | Investors
Class of Stock [Line Items]
Gain on change in fair value of derivative liabilities | $													$ 18,700,000	$ 6,000

STOCKHOLDERS_ EQUITY - Summary

STOCKHOLDERS’ EQUITY - Summary of Option Activity (Details) - Nonperformance Based Vesting NQSO - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Outstanding (in shares)	4,971,223	3,657,833	3,088,833
Weighted average exercise price, outstanding (in dollars per share)	$ 0.93	$ 1.39	$ 1.13
Weighted average remaining contractual term, outstanding	1 year 4 months 24 days	7 months 6 days	4 months 24 days
Aggregate intrinsic value, outstanding	$ 0	$ 1,824,232	$ 1,829,999
Outstanding, exercisable (in shares)	3,175,320	2,997,972	2,766,467
Weighted average exercise price, exercisable (in dollars per share)	$ 0.97	$ 1.04	$ 0.90
Weighted average remaining contractual term, exercisable	3 months 18 days	2 months 12 days	3 months 18 days
Aggregate intrinsic value, exercisable	$ 0	$ 1,806,539	$ 1,611,068

STOCKHOLDERS_ EQUITY - Schedule

STOCKHOLDERS’ EQUITY - Schedule of Assumptions (Details) - Options	6 Months Ended
	Dec. 31, 2022 $ / shares
Volatility (as a percent)	65.60%
Risk-free rate (as a percent)	3.05%
Contractual term (in years)	3 years
Exercise price (in usd per share)	$ 0.59

STOCKHOLDERS' EQUITY- Summary o

STOCKHOLDERS' EQUITY- Summary of RSU Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of options granted during the period (in shares)	2,000,000
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	1,100,000	0
Number of options granted during the period (in shares)	900,000	8,800,000
Exercised (in shares)	(800,000)	(7,700,000)
Forfeited (in shares)	(150,000)	0
Ending balance (in shares)	1,050,000	1,100,000
Vested (in shares)	750,000
Unvested (in shares)	300,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Granted (in dollars per share)	$ 0.34	$ 1.02
Exercised (in dollars per share)	0.29	1.01
Forfeited (in shares)	1
Outstanding (in shares)	0.95	$ 1.02
Vested (in dollars per share)	0.97
Unvested (in dollars per share)	$ 0.91

STOCKHOLDERS_ EQUITY - Summar_2

STOCKHOLDERS’ EQUITY - Summary of Warrant Activity (Details) - Warrant - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	6,771,223	8,296,408
Ending balance (in shares)	6,437,889	6,771,223	8,296,408
Number of Shares, Vested and exercisable Ending Balance	5,275,611	5,770,263	7,248,702
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (in usd per share)	$ 1.05	$ 1.05
Ending balance (in usd per share)	1.06	1.05	$ 1.05
Vested and exercisable ending balance (in usd per share)	$ 1	$ 0.99	$ 1

MISSION-MEDIA HOLDINGS LTD EQ_2

MISSION-MEDIA HOLDINGS LTD EQUITY PURCHASE AGREEMENT (Details) £ in Thousands		6 Months Ended	12 Months Ended
	Aug. 01, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Aug. 01, 2022 GBP (£)
Discontinued Operations [Line Items]
Net gain on sale of subsidiary		$ 82,894	$ 0	$ 0
Union Ventures Limited | Mission UK
Discontinued Operations [Line Items]
Aggregate purchase price	$ 1,000,000
Nonrefundable infusion	$ 609,000				£ 500
Percentage of business sold	100%				100%
Net gain on sale of subsidiary	$ 100,000
Foreign exchange loss		$ 1,000,000

INCOME TAXES - (Benefit) Expens

INCOME TAXES - (Benefit) Expense from Continuing Operations (Details) - USD ($)	6 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Current federal tax expense (benefit)		$ 0	$ (37,109)	$ 37,000
Current state and local tax expense (benefit)		19,122	73,034	27,000
Current foreign tax expense (benefit)		0	0	0
Current income tax expense (benefit)		19,122	35,925	64,000
Deferred federal income tax expense (benefit)		$ 0	0	152,000
Deferred state and local income tax expense (benefit)	$ 0		0	0
Deferred foreign income tax expense (benefit)	0		0	0
Deferred income tax expense (benefit)	0		0	152,000
Valuation allowance	0		0	0
Income tax expense	$ 19,122		$ 35,925	$ 216,000

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of Federal Statutory Rate (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Taxes calculated at federal rate, percentage (as a percent)	21%	21%	21%
Foreign taxes, percentage (as a percent)	(30.60%)	(4.30%)	(0.10%)
Debt settlement, percentage (as a percent)	0%	0.20%	2.60%
Stock compensation, percentage (as a percent)	0%	(2.20%)	(1.20%)
Change in valuation allowance (as a percent)	(72.10%)	(15.40%)	(25.40%)
State taxes net of federal benefit (as a percent)	41%	1.20%	1.90%
Gain on derivative liability - financing warrants	46.10%	0%	0%
Acquisition - domestic (as a percent)	0%	0%	0%
Acquisition - foreign (as a percent)	0%	0%	0%
Goodwill impairment, percentage (as a percent)	(17.50%)	(1.30%)	0%
Revaluation of deferred (as a percent)	11.30%	0%	0%
Other adjustments (as a percent)	(0.20%)	1%	1.60%
Provision for income taxes (as a percent)	(1.00%)	0.20%	0.40%

INCOME TAXES - Deferred Tax Ass

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Deferred Tax Assets
Net operating loss carryforwards	$ 12,050	$ 9,242	$ 5,320
Accounts receivable reserve	277	137	131
Contribution carryover	13	11	6
Section 163 (j) limitation	2,808	649	120
Stock based compensation	2,031	1,132	1,611
Accrued interest	0	82	89
Accrued Expenses	448	0	0
Contract liabilities	1,974	2,187	0
Deferred rent	0	303	0
Net right-of-use assets	3,873	0	1,772
Goodwill	635	0	0
Intangibles	1,695	0	0
Total Deferred Tax Assets	25,804	13,743	9,049
Deferred Tax Liabilities
Fixed Assets	(127)	(117)	(112)
Intangibles	0	(98)	(513)
Lease liability	(5,447)	0	0
Goodwill	0	(171)	0
Deferred Revenue	0	0	(179)
Total Deferred Tax Liabilities	(5,574)	(386)	(804)
Net Deferred Tax Assets	20,230	13,357	8,245
Valuation Allowance	(20,230)	(13,357)	(8,245)
Net deferred tax / (liabilities)	$ 0	$ 0	$ 0

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021
Income Tax Contingency [Line Items]
Increase in valuation allowance	$ 6,900,000	$ 5,100,000
Deferred tax assets, valuation allowance	20,230,000	13,357,000	$ 8,245,000
Domestic Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards	25,000,000	37,800,000	20,600,000
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Net operating loss carryforwards	0	13,100,000	6,300,000
Foreign Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards		$ 4,000,000	$ 3,900,000
Statutory Expiration Date Commencing 2019 | Domestic Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards	1,400,000
No Statutory Expiration Date | Domestic Tax Authority
Income Tax Contingency [Line Items]
Net operating loss carryforwards	$ 23,600,000

SUBSEQUENT EVENTS - Narrative (

SUBSEQUENT EVENTS - Narrative (Details) - shares	2 Months Ended
	Mar. 06, 2023	Feb. 10, 2023	Dec. 09, 2022	Mar. 21, 2022
Subsequent Event [Line Items]
Number of shares purchased by warrants (in shares)			5,429,439	1,929,439
Subsequent Event
Subsequent Event [Line Items]
Potential extension period		60 days
Unexercised warrants (in shares)	6,200,000
Subsequent Event | Series E Preferred Stock
Subsequent Event [Line Items]
Preferred stock, shares outstanding (in shares)	270,000
Subsequent Event | Common Stock
Subsequent Event [Line Items]
Number of shares issued upon conversion of preferred stock (in shares)	111,000,000
Number of shares purchased by warrants (in shares)	106,000,000
Subsequent Event | Financing warrants
Subsequent Event [Line Items]
Exercised (in shares)	27,100,000