Current Report Filing (8-k)
April 06 2021 - 8:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 2, 2021
CLUBHOUSE
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-140645
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99-0364697
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3651
Lindell Road, D517
Las
Vegas, Nevada 89103
(Address
of principal executive offices) (Zip code)
(702)
479-3016
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
April 2, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into a Consulting Agreement (the “Consulting
Agreement”) by and between the Company and Andrew Omori. Pursuant to the terms of the Consulting Agreement, Mr. Omori agreed
to (i) provide general corporate advice on strategic matters to the Company, and (ii) serve as an advisor to the Company’s
Board of Directors. Among other things, Mr. Omori will not act as an investment advisor or broker/dealer, his services are not
exclusive, he will not negotiate the sale of the Company’s securities, and Mr. Omori is not required to render any specific
number of hours to the Company. In exchange for Mr. Omori’s services, at the end of each one-month period, the Company will
issue to Mr. Omori a number of shares of the Company’s common stock equal to $30,000 divided by the VWAP as of the last
day of such monthly period or the date of earlier termination or expiration of the Consulting Agreement, as applicable. Of the
shares issued for each monthly period, 66% will be registered shares, issued pursuant to the Tongji Healthcare Group, Inc. 2020
Equity Incentive Plan, and 33% will be unregistered shares.
The
Consulting Agreement will continue for a period of one year from April 2, 2021, unless sooner terminated in accordance with the
terms of the Consulting Agreement. The term of the Consulting Agreement may be renewed upon the mutual written agreement of the
parties via an amendment to the Consulting Agreement. The Consulting Agreement may be terminated at any time by either party upon
notice to the other party.
The
Consulting Agreement includes customary representations and warranties.
The
foregoing description of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement filed
as Exhibit 10.1 hereto, and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
April 6, 2021, the Company issued a press release announcing the addition of Andrew Omori, partner at renowned venture capital
firm Andreessen Horowitz, as a key member of the Company’s Advisory Board. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information
set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report
on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
April 6, 2021
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CLUBHOUSE
MEDIA GROUP, INC.
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By:
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/s/
Amir Ben-Yohanan
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Amir
Ben-Yohanan
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Chief
Executive Officer
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Clubhouse Media (PK) (USOTC:CMGR)
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