Current Report Filing (8-k)
January 14 2022 - 04:14PM
Edgar (US Regulatory)
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2022-01-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 |
|
333-140645 |
|
99-0364697 |
|
(State or
other jurisdiction of
incorporation or
organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
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):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
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|
|
☐ |
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)) |
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|
|
☐ |
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 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 |
|
Prepay
Amount |
|
On or
before 30 days |
|
115%
of principal plus accrued interest |
|
31 –
60 days |
|
120%
of principal plus accrued interest |
|
61 –
90 days |
|
125%
of principal plus accrued interest |
|
91 –
120 days |
|
130%
of principal plus accrued interest |
|
121 –
150 days |
|
135%
of principal plus accrued interest |
|
151 –
180 days |
|
140%
of principal plus accrued interest |
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 |
|
Description |
|
|
|
|
|
10.1 |
|
Securities Purchase Agreement, dated January 10, 2022
and entered into on January 13, 2022, by and between the registrant
and Fast Capital, LLC. |
|
10.2 |
|
10% Convertible Promissory Note, dated January 10,
2022 and executed on January 13, 2022, issued by the registrant to
Fast Capital, LLC. |
|
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: January 14,
2022 |
CLUBHOUSE
MEDIA GROUP, INC. |
|
|
|
|
| |
By: |
/s/ Amir
Ben-Yohanan |
| |
|
Amir
Ben-Yohanan |
| |
|
Chief Executive
Officer |
Clubhouse Media (PK) (USOTC:CMGR)
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From May 2022 to Jun 2022
Clubhouse Media (PK) (USOTC:CMGR)
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From Jun 2021 to Jun 2022
