Current Report Filing (8-k)
January 14 2022 - 4:14PM
Edgar (US Regulatory)
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2022-01-13
2022-01-13
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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 13, 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.
On
January 13, 2022, Clubhouse Media Group, Inc. (the “Company”) entered into a Securities Purchase Agreement, (the “SPA”)
dated as of January 10, 2022, by and between the Company and Fast Capital, LLC (the “Buyer”). Pursuant to the terms of the
SPA, the Company agreed to issue and sell, and the Buyer agreed to purchase (the “Purchase”), a 10% convertible note in the
aggregate principal amount of $120,000 (the “Note”). The Note has an original issue discount of $10,000, resulting in gross
proceeds to the Company of $110,000.
The
Note bears interest at a rate of 10% per annum and matures on January 10, 2023. The Note may be prepaid or assigned with the following
penalties/premiums:
Prepay
Date
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Prepay
Amount
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On
or before 30 days
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115%
of principal plus accrued interest
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31
– 60 days
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120%
of principal plus accrued interest
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61
– 90 days
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125%
of principal plus accrued interest
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91
– 120 days
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130%
of principal plus accrued interest
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121
– 150 days
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135%
of principal plus accrued interest
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151
– 180 days
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140%
of principal plus accrued interest
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The
Note may not be prepaid after the 180th day.
The
Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal
amount of the Note into common stock, subject to a 4.99% equity blocker.
The
conversion price of the Note equals 70% of the lowest trading price of the Company’s common stock for the 20 prior trading days,
including the day upon which a notice of conversion is delivered.
The
foregoing description of the SPA and the Note does not purport to be complete and is qualified in its entirety by reference to the SPA
and the Note, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and which 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.
The
information provided in Item 1.01 above regarding the Note is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
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Number
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Description
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10.1
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Securities Purchase Agreement, dated January 10, 2022 and entered into on January 13, 2022, by and between the registrant and Fast Capital, LLC.
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10.2
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10% Convertible Promissory Note, dated January 10, 2022 and executed on January 13, 2022, issued by the registrant to Fast Capital, LLC.
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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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: January 14, 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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