Current Report Filing (8-k)
February 03 2022 - 4:06PM
Edgar (US Regulatory)
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2022-01-28
2022-01-28
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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): January 28, 2022
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.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2021 by Clubhouse
Media Group, Inc. (the “Company”), on January 29, 2021, the Company issued to Tiger Trout Capital
Puerto Rico, LLC (“Tiger Trout”) a convertible promissory note in the aggregate principal amount of $1,540,000 for a purchase
price of $1,100,000, reflecting a $440,000 original issue discount (the “Tiger Trout Note”). The Tiger Trout Note had a maturity
date of January 29, 2022.
On
January 28, 2022, the parties to the Tiger Trout Note entered into Amendment No. 1 to Convertible Promissory Note, dated as of January
25, 2022 (the “Note Amendment”). Pursuant to the terms of the Note Amendment, the maturity date of the Tiger Trout Note was
extended to August 24, 2022. As consideration for Tiger Trout’s agreement to extend the maturity date, the principal amount of
the Tiger Trout Note was increased by $388,378, to be a total of $1,928,378. As of January 25, 2022, the indebtedness under the Tiger
Trout Note was $2,083,090, comprised of $1,928,378 of principal and $154,712 of accrued interest. Following January 25, 2022, interest
will continue to accrue on the principal amount of $1,928,378 at an interest rate of 10%.
The
parties further agreed that to the extent the indebtedness under the Tiger Trout Note has not been earlier repaid or converted to common
stock as set forth therein, in the event that the Company completes a firm commitment underwritten public offering of its common stock
that results in the common stock being successfully listed on the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock
Exchange or the NYSE American prior to the maturity date of the Tiger Trout Note, as amended by the Note Amendment, then, following completion
of the initial public offering, the Company will use the proceeds to repay indebtedness under the Tiger Trout Note in full.
Except
as set forth in the Note Amendment, the terms of the Tiger Trout Note remain in full force and effect.
The
foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Note Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01 Financial Statements 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:
February 3, 2022
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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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