Current Report Filing (8-k)
December 02 2021 - 4:06PM
Edgar (US Regulatory)
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2021-11-26
2021-11-26
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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): November 26, 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
November 26, 2021, Clubhouse Media Group, Inc. (the “Company”) entered into an Amendment and Restructuring Agreement (the
“Restructuring Agreement”) with GS Capital Partners, LLC (“GS Capital”). Prior to entry into the Restructuring
Agreement, the Company and GS Capital were parties to the following agreements:
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(i)
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the Securities Purchase
Agreement, dated as of January 25, 2021 (the “1/25/21 Agreement”) and the Convertible Promissory Note dated as of January
25, 2021, issued pursuant to the 1/25/21 Agreement (the “1/25/21 Note”), which 1/25/21 Note, and the $288,889 of principal
amount and $11,556 of interest thereunder, has since been converted into 107,301 shares of common stock of the Company on June 21,
2021 (the “Converted Shares”);
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(ii)
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the Securities Purchase
Agreement, dated as of February 16, 2021 (the “2/16/21 Agreement”) and the Convertible Promissory Note dated as of February
16, 2021, issued pursuant to the 2/16/21 Agreement (the “2/16/21 Note”);
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(iii)
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the Securities Purchase
Agreement, dated as of March 22, 2021 (the “3/22/21 Agreement”) and the Convertible Promissory Note dated as of March
22, 2021, issued pursuant to the 3/22/21 Agreement (the “3/22/21 Note”);
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(iv)
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the Securities Purchase
Agreement, dated as of April 1, 2021 (the “4/1/21 Agreement”) and the Convertible Promissory Note dated as of April 1,
2021, issued pursuant to the 4/1/21 Agreement (the “4/1/21 Note”);
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(v)
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the Securities Purchase
Agreement, dated as of April 29, 2021 (the “4/29/21 Agreement”) and the Convertible Promissory Note dated as of April
29, 2021, issued pursuant to the 4/29/21 Agreement (the “4/29/21 Note”); and
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(vi)
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the Securities Purchase
Agreement, dated as of June 3, 2021 (the “6/3/21 Agreement” and, collectively with the 2/16/21 Agreement, the 3/22/21
Agreement, the 4/1/21 Agreement and the 4/29/21 Agreement, the “Purchase Agreements”) and the Convertible Promissory
Note dated as of June 39, 2021, issued pursuant to the 6/3/21 Agreement (the “6/3/21 Note” and, collectively with the
2/16/21 Note, the 3/22/21 Note, the 4/1/21 Note and the 4/29/21 Note, the “Notes”).
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Pursuant
to the terms of the Restructuring Agreement, the maturity date of each of the Notes was extended by six months, such that the maturity
date in each of the Notes is six months later than the original maturity date under the respective Note.
In
addition, pursuant to the terms of the Restructuring Agreement, on November 26, 2021, GS Capital sold to the Company, and the Company
redeemed from GS Capital, the Converted Shares, and in exchange therefor, the Company issued to GS Capital a new convertible promissory
note in the aggregate principal amount of $300,445 (the “New Note”).
The
New Note has a maturity date of May 31, 2022 (the “Maturity Date”) and bears interest at 10% per year. No payments of the
principal amount or interest are due prior to the Maturity Date, other than as specifically set forth in the Note, and there is no prepayment
penalty.
The
New Note provides GS Capital with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the
New Note from time to time into fully paid and non-assessable shares of the Company’s common stock, at a conversion price of $1.00,
subject to adjustment as provided in the New Note and subject to a 9.99% equity blocker.
The
New Note contains customary events of default, including, but not limited to, failure to pay principal or interest on the New Note when
due. If an event of default occurs and continues uncured, GS Capital may declare all or any portion of the then outstanding principal
amount of the New Note, together with all accrued and unpaid interest thereon, due and payable, and the New Note will thereupon become
immediately due and payable.
The
foregoing descriptions of the Restructuring Agreement and the New Note do not purport to be complete and are qualified in their entirety
by reference to the full texts of the Restructuring Agreement and the New Note, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
disclosed in Item 1.01 of this Current Report on Form 8-K, the Company issued the New Note to GS Capital on November 26, 2021. The disclosure
in Item 1.01 hereof concerning the New Note is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
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 hereunto duly authorized.
Dated: December 2, 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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