Troika Media Group Announces Pricing of $50 Million Private Placement
17 März 2022 - 5:14AM
via NewMediaWire -- Troika Media Group, Inc. (Nasdaq:TRKA) ("TMG"
or "Company"), a brand consultancy and marketing innovations
company that provides integrated branding and marketing solutions
for global brands, today announced that it entered into a
securities purchase agreement with certain institutional investors
to purchase $50 million worth of its Series E convertible preferred
stock (the “Series E Preferred”) and warrants (the “Warrants”) in a
private placement.
Under the terms of the securities purchase agreement, TMG has
agreed to sell 500,000 shares of its Series E Preferred and
Warrants to purchase up to 33,333,333 shares of the Company’s
common stock. Each share of the Series E Preferred will have a
stated value of $100 per share and be convertible after the closing
date into shares of common stock at a conversion price of $1.50 per
share, subject to adjustment. The Warrants will be exercisable
immediately upon the date of issuance and have an exercise price of
$2.00 per share, subject to adjustment. The Warrants will expire
five years from the date of issuance. The gross proceeds to the
Company from the private placement are estimated to be $50 million
before deducting the placement agent's fees and other estimated
offering expenses. The offering is expected to close on or about
March 21, 2022, subject to the satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from the private
placement primarily for its previously announced acquisition of
Converge Direct LLC.
EF Hutton, division of Benchmark Investments, LLC, is acting as
exclusive placement agent for the offering.
The shares of Series E Preferred and Warrants described above
have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (SEC) or
an applicable exemption from such registration requirements. The
securities were offered only to accredited investors. Pursuant to a
registration rights agreement with the investors, the Company has
agreed to file one or more registration statements with the SEC
covering the resale of the shares of the Series E Preferred and the
shares issuable upon exercise of the Warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Troika Media Group
Troika Media Group is an end-to-end brand solutions company that
creates both near-term and long-term value for global brands in
entertainment, sports and consumer products. Applying emerging
technology, data science, and world-class creative, TMG helps
brands deepen engagement with audiences and fans throughout the
consumer journey and builds brand equity. Clients include Apple,
Hulu, Riot Games, Belvedere Vodka, Unilever, UFC, Peloton, CNN,
HBO, ESPN, Wynn Resorts and Casinos, Tiffany & Co., IMAX,
Netflix, Sony, Yahoo and Coca-Cola. For more information, visit
www.thetmgrp.com
Forward-Looking Statements
Certain statements in this press release that
are not historical facts are forward-looking statements that
reflect management's current expectations, assumptions, and
estimates of future performance and economic conditions, and
involve risks and uncertainties that could cause actual results to
differ materially from those anticipated by the statements made
herein. Forward-looking statements are generally identifiable by
the use of forward-looking terminology such as "believe,"
"expects," "may," "looks to," "will," "should," "plan," "intend,"
"on condition," "target," "see," "potential," "estimates,"
"preliminary," or "anticipates" or the negative thereof or
comparable terminology, or by discussion of strategy or goals or
other future events, circumstances, or effects. Moreover,
forward-looking statements in this release include, but are not
limited to, the impact of the current COVID-19 pandemic, which may
limit access to the Company's facilities, customers, management,
support staff, and professional advisors, and to develop and
deliver advanced voice and data communications systems, demand for
the Company's products and services, economic conditions in the
U.S. and worldwide, and the Company's ability to recruit and retain
management, technical, and sales personnel. Further information
relating to factors that may impact the Company's results and
forward-looking statements are disclosed in the Company's filings
with the SEC. The forward-looking statements contained in this
press release are made as of the date of this press release, and
the Company disclaims any intention or obligation, other than
imposed by law, to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Contact:
Troika Media GroupKevin
Aratarikevin@troikamedia.com
Investor RelationsTraDigital IRKevin
McGrath+1-646-418-7002kevin@tradigitalir.com
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