S-1MEF 1 troi_s1mef.htm S-1 MEF troi_s1mef.htm

As filed with the Securities and Exchange Commission on April 20, 2021

 

Registration No. 333-

 

    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

TROIKA MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

7311

 

83-0401552

(State or other jurisdiction of

 incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

 

1715 N. Gower St.

Los Angeles, CA 90028

(323) 965-1650

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

Robert Machinist, CEO

Troika Media Group, Inc.

1715 N. Gower St.

Los Angeles, CA 90028

(323) 965-1650

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

With copies to:

 

Elliot H. Lutzker

Davidoff Hutcher & Citron LLP

605 Third Ave, 34th Floor

New York, NY 10158

(212) 557-7200

Barry I. Grossman

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

(212) 370-1300

David Danovitch, Esq.

Sullivan & Worcester LLP

1633 Broadway

New York, New York 10019

(212) 660-3060

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-255328

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an “emerging growth company.” See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Section Act. ☐

 

 

 

   

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

 

Shares to be Registered (1)

 

 

Proposed Maximum Aggregate Offering Price Per Share (2)

 

 

Proposed Maximum Aggregate Offering Price (2)

 

 

Amount of

Registration

Fee (1)(2)

 

Common stock, $0.001 par value per share (3)(4)

 

 

1,108,432

 

 

$ 4.50

 

 

$ 4,987,944

 

 

$ 544.18

 

Common stock purchase warrants to purchase shares of common stock, $0.001 par value per share (5)(6)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Shares of common stock, $0.001 par value per share, underlying common stock purchase warrants (3)(4)

 

 

1,108,432

 

 

$ 5.40

 

 

$ 5,985,532.80

 

 

$ 653.02

 

Representative’s common stock purchase warrants (5)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total Registration Fee

 

 

2,216,864

 

 

 

 

 

 

$ 10,973,476.80

 

 

$ 1,197.20

(7)

____________

(1)

Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price.

 

 

(2)

Based on an assumed offering price per share of $4.50 (the midpoint of the $4.00 to $5.00 expected price range of the initial public offering price of the shares offered hereby).

 

 

(3)

Includes shares of common stock, $0.001 par value per share, of the registrant (the “Common Stock”) that the underwriters have the option to purchase to cover over allotments, if any.

 

 

(4)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of Common Stock registered hereby also include an indeterminate number of additional shares as may from time to time become issuable by reason of stock splits, distributions, recapitalizations or other similar transactions.

 

 

(5)

No registration fee is required pursuant to Rule 457(g) under the Securities Act.

 

 

(6)

Such warrants are exercisable at a per share exercise price equal to 120% of the public offering price of one share of Common Stock. The proposed maximum aggregate public offering price of the shares of Common Stock issuable upon exercise of the common warrants was calculated to be $5,985,532.80, which is equal to 120% of $4,987,944, as each share of Common Stock will receive a warrant to purchase one share of Common Stock.

 

 

(7)

The registrant previously registered securities with a proposed maximum aggregate offering price of $56,426,216 on a registration statement on Form S-1 (Registration No. 333-255328), and paid a fee of $6,156.10.

 

The registration statement shall become effective upon filing with the Securities Exchange Commission (the Commission”) in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This registration statement on Form S-1 is being filed by Troika Media Group, Inc., a Nevada corporation (the “Company”, “we”, “us” or “our”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of additional shares of our common stock, par value $0.001 per share (the “Common Stock”), and shares of Common Stock issuable upon exercise of common stock purchase warrants (the “Warrants”).Pursuant to Rule 462(b) of the Securities Act, the contents of our previously filed registration statement on Form S-1 (Registration No. 333-255328) (the “Original Registration Statement”), which was initially filed by us on April 19, 2021 and declared effective by the U.S. Securities and Exchange Commission on April 19, 2021, including the exhibits thereto, are incorporated in this registration statement by reference.

 

We are filing this registration statement for the sole purpose of increasing the number of shares of Common Stock offered in connection with the Original Registration Statement as follows: (i) 1,108,432 additional shares of Common Stock and (ii) 1,108,432 shares of Common Stock issuable upon exercise of Warrants. The additional securities that are being registered hereby for issuance and sale by us are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Original Registration Statement.

 

 
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Part II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

 

(a)

Exhibits. All exhibits filed with or incorporated by reference in the registration statement on Form S-1 (Registration No. 333-255328), filed by the registrant are incorporated by reference into, and shall be deemed a part of, this registration statement, and the following additional exhibits are filed herewith, as part of this registration statement:

   

Exhibit

 

Description

 

 

 

5.1

 

Opinion of Davidoff Hutcher & Citron LLP*

23.1

 

Consent of RBSM LLP*

23.3

 

Consent of Davidoff Hutcher & Citron LLP (included in Exhibit 5.1)*

 

* Filed herewith.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Los Angeles, California, on the 19th day of April, 2021.

 

TROIKA MEDIA GROUP, INC.

 

By:

/s/ Robert B. Machinist

Name:

Robert B. Machinist

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

 

 

/s/ Robert B. Machinist

 

 

 

 

Robert B. Machinist

Chairman and Chief Executive Officer

April 19, 2021

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Christopher Broderick

Christopher Broderick

Chief Operating Officer/Interim CFO

April 19, 2021

 

(Principal Financial and Accounting Officer)

 

 

/s/ Jeff Kurtz

Jeff Kurtz

Director

April 19, 2021

 

 

 

 

 

/s/ Daniel Pappalardo

 

Daniel Pappalardo

President of Troika Design Group and Director

April 19, 2021

 

 

 

 

 

/s/ Thomas Ochocki

Thomas Ochocki

Director

April 19, 2021

 

 

 

 

/s/ Daniel Jankowski

Daniel Jankowski

Director

April 19, 2021

 

 
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