United States securities and exchange commission logo
May 3, 2023
Sid Toama
Chief Executive Officer
Troika Media Group, Inc.
25 West 39th Street, 6th Floor
New York, NY 10018
Re: Troika Media Group,
Inc.
Form 10-KT for the
Transition Period Ended December 31, 2022
File No. 001-40329
Dear Sid Toama:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-KT filed March 7, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 30
1. We note on page 3 that
the "Converge Acquisition has significantly altered the strategic
course of the Company."
We also note you have reported expenses related to the
discontinuation of
certain subsidiary operations as Restructuring and other related charges,
and goodwill
impairments rather than as Discontinued Operations. In light of the strategic
shift in operations,
report these operations as well as the operations of Redeem, which
were shut down per
disclosure on page 35, as discontinued operations pursuant to ASC
205-20 and revise MD&A
accordingly, or advise us. In this regard, we note your
statement on page 31
that "[t]he Troika and Mission entities had a higher gross margin
percentage as compared
to Converge." Reporting these operations as discontinued
operations would
provide the investors with relevant financial information enabling an
evaluation of your
continuing operations which consists largely of the Converge business.
Sid Toama
Troika Media Group, Inc.
May 3, 2023
Page 2
Financial Statements
Note 14 - Related Party, page F-29
2. We note under Item 13. Certain Relationships and Related Person
Transactions and
Director Independence, in the Form 10-KT/A filed April 14, 2023, the
sale of the Mission
UK Shares to UVL, a related party. Please fully disclose the details
of this related party
transaction in Note 14 of your financial statements.
Note 15 - Stockholders Equity, page F-30
3. We note on page F-34 that on December 9, 2022, you determined that the
warrant
contracts met certain criteria for equity classification. Please
expand the disclosure to
detail the criteria that were met both before December 9, 2022 for
liability classification
and after December 9, 2022 for equity classification.
Note 18 - Subsequent Events, page F-38
4. Refer to the Form 10-KT/A filed April 14, 2023 in which you disclose
that on April 14,
2023, you entered into a letter agreement with Blue Torch Finance LLC
that amends
certain sale and refinancing milestones. Please expand the Subsequent
Events disclosure
in Note 18 on page F-38 to include a detailed description of the
amended sale and
refinancing milestones and the impact of the amended terms on your
operations and
liquidity.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Claire DeLabar, Staff Accountant at (202) 551-3349 or
Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
FirstName LastNameSid Toama Sincerely,
Comapany NameTroika Media Group, Inc.
Division of
Corporation Finance
May 3, 2023 Page 2 Office of
Technology
FirstName LastName