Form 8-K - Current report

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) October 18, 2023

CLUBHOUSE MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-140645	99-0364697
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3651 Lindell Road, D517

Las Vegas, Nevada

89103

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (702) 479-3016

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 October 18, 2023, Clubhouse Media Group, Inc. (the “Company”) and Amir Ben-Yohanan, the Chief Executive Officer of the Company entered into an Executive Employment Agreement Amendment and Forgiveness Agreement (the “Amendment”) to the Executive Employment Agreement, dated April 11, 2021 (as the same may have been amended to date, the “Employment Agreement”).

The Amendment serves as a waiver whereby the Company and Mr. Yohanan agree that the Company owes to Mr. Yohanan the sum of $885,000 for past due salary payable pursuant to the Employment Agreement, through September 30, 2023 (the “Past Due Amounts”). Under the Amendment, all Past Due Amounts are forgiven by Mr. Yohanan, and shall no longer be due or payable by the Company.

Further, under the terms of the Amendment, Mr. Yohanan irrevocably waives any breach or default under the Employment Agreement occurring as a result of the failure of the Company to pay any of the Past Due Amounts when and as originally payable.

The Amendment further states that any and all claims, proceedings or causes of action relating to the Amendment or arising from the Amendment or the transactions contemplated therein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Nevada.

Other than the above, the Employment Agreement shall remain in full force and effect subject to its terms.

The foregoing description of the Executive Employment Agreement Amendment and Forgiveness Agreement is qualified in its entirety by reference to the full text of the Executive Employment Agreement Amendment and Forgiveness Agreement, a copy of which is attached as Exhibit 10.1, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

To the extent required by Item 5.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 24, 2023, Clubhouse Media Group, Inc. (the “Company”) issued a press release announcing that the Company had reduced its debt by waiving $885,000 of deferred salary, owed to Mr. Yohanan.

The information included in this Current Report on Form 8-K, 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 Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description

10.1		Executive Employment Agreement Amendment and Forgiveness Agreement, dated October 18, 2023.
99.1		Press release issued by the registrant on October 24, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 24, 2023	CLUBHOUSE MEDIA GROUP, INC.

	By:	/s/ Amir Ben-Yohanan
		Amir Ben-Yohanan
		Chief Executive Officer

Exhibit 10.1

Executive Employment Agreement Amendment and Forgiveness Agreement

Dated as of October 18, 2023

This Executive Employment Agreement Amendment and Forgiveness Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Amir Ben-Yohanan (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company and executive are the parties to that certain Executive Employment Agreement, dated as of April 11, 2021 (as the same may have been amended to date, the “Employment Agreement”) and now desire to amend the Employment Agreement as set forth herein, and pursuant to Section 14 of the Employment Agreement the Employment Agreement may be amended in writing;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

	1.	Defined Terms. Defined terms used herein without definition shall have the meanings given in the Employment Agreement.

	2.	Amendment and Forgiveness. The Parties acknowledge and agree that the Company owes to Executive the sum of $885,000 for past due salary payable pursuant to the Employment Agreement, through September 30, 2023 (the “Past Due Amounts”). Pursuant to the provisions of Section 14 of the Employment Agreement, the Past Due Amounts are hereby forgiven by Executive, and shall no long be due or payable by the Company, and the Employment Agreement is hereby deemed amended as required to give effect thereto. Executive hereby irrevocably waives any breach or default under the Employment Agreement occurring as a result of the failure of the Company to pay any of the Past Due Amounts when and as originally payable.

	3.	Miscellaneous.

	(a)	Other than as amended herein, the Employment Agreement shall remain in full force and effect subject to its terms. Following the Amendment Date, any reference in the Employment Agreement to the “Agreement” shall be deemed a reference to the Employment Agreement as amended by this Amendment.

	(b)	This Amendment, and any and all claims, proceedings or causes of action relating to this Amendment or arising from this Amendment or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Nevada.

	(c)	This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

	Clubhouse Media Group, Inc.

	By:	/s/ Scott Hoey
	Name:	Scott Hoey
	Title:	Chief Financial Officer

	Amir Ben-Yohanan

	By:	/s/ Amir Ben-Yohanan
	Name:	Amir Ben-Yohanan

Exhibit 99.1

Clubhouse Media Group, Inc. CEO Forgives $885k In Over Two Years Salary For Betterment Of Company

LOS ANGELES, October 24, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“CMGR”), a social media firm and digital agency, today announced that CEO Amir Ben-Yohanan has further reduced the company’s debt by waiving $885k of deferred salary, personally owed to him by CMGR.

“My goal has always been to maximize CMGR’s potential and shareholder value: my decision today further displays my willingness to do whatever it takes to help the company succeed” said Amir Ben-Yohanan, CEO of CMGR. “Over the past few years we have reduced our debt significantly and improved our margins. These signs have been very encouraging, and we continue to push forward in that direction.”

Visit us at www.clubhousemediagroup.com

About Clubhouse Media Group, Inc.

CMGR represents the future of influencer media and marketing, with a global network of professionally run content houses, each with its brand, influencer cohort, and production capabilities. Collectively, CMGR reaches more than 400 million followers. CMGR offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space.

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements”. Forward-looking statements also may be included in other publicly available documents issued by CMGR and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance.

Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause CMGR’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations, demand for CMGR’s products and services, the effects of competition and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements contained in this press release.

Contact:

Clubhouse Media Group, Inc.

media@clubhousemediagroup.com

Cover	Oct. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	333-140645
Entity Registrant Name	CLUBHOUSE MEDIA GROUP, INC.
Entity Central Index Key	0001389518
Entity Tax Identification Number	99-0364697
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3651 Lindell Road
Entity Address, Address Line Two	D517
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89103
City Area Code	702
Local Phone Number	479-3016
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false