United States securities and exchange commission logo





                              April 24, 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.
                                                            Registration
Statement on Form S-3
                                                            Filed April 7, 2023
                                                            File No. 333-271189

       Dear Sid Toama:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-3 filed April 7, 2023

       Prospectus Summary, page 2

   1.                                                   Please revise this
section to disclose that you have received notification from the
                                                        NASDAQ Stock Market
that you must comply with their minimum bid price rule to
                                                        maintain a closing bid
price of $1.00 for 30 consecutive trading days by May 15, 2023 and
                                                        that if you do not
comply with the minimum bid price rule your common stock may be
                                                        delisted.
       Information incorporated by reference, page 29

   2.                                                   We note that you
acquired Converge Direct, LLC on March 21, 2022 and filed that
                                                        entity's financial
statements and financial information in a Form 8-K/A filed June 6, 2022
                                                        not incorporated by
reference here. Please revise your registration statement to include the
 Sid Toama
Troika Media Group, Inc.
April 24, 2023
Page 2
      audited financial statements of Converge Direct, LLC in this filing. See
Item 11(b) of Part
      I of Form S-3 and Rule 3-05 of Regulation S-X.
General

3.    Please revise the front cover of the prospectus to indicate the aggregate
market value of
      the company's outstanding voting and nonvoting common equity and the
amount of all
      securities offered during the prior 12 calendar month period. See
Instruction 7 pursuant to
      General Instruction I.B.6.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or
Jan Woo,
Legal Branch Chief, at 202-551-3453 with any questions.



                                                           Sincerely,
FirstName LastNameSid Toama
                                                           Division of
Corporation Finance
Comapany NameTroika Media Group, Inc.
                                                           Office of Technology
April 24, 2023 Page 2
cc:       Maurice Lefkort
FirstName LastName