Current Report Filing (8-k)
March 09 2022 - 5:10PM
Edgar (US Regulatory)
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2022-03-03
2022-03-03
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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): March 3, 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) |
|
|
☐ |
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
March 3, 2022, Clubhouse Media Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Coventry
SPA”) by and between the Company and Coventry Enterprises, LLC (“Coventry”). Pursuant to the terms of the Coventry
SPA, the Company agreed to issue and sell, and Coventry agreed to purchase (the “Purchase”), a promissory note in the aggregate
principal amount of $150,000 (the “Coventry Note”). The Coventry Note has an original issue discount of $30,000, resulting
in gross proceeds to the Company of $120,000. Pursuant to the terms of the Coventry SPA, the Company also agreed to issue 150,000 shares
of restricted common stock to Coventry as additional consideration for the purchase of the Coventry Note.
The
Coventry Note bears interest at a rate of 10% per annum, with guaranteed interest (the “Guaranteed Interest”) of $15,000
is deemed earned as of March 3, 2022. The Coventry Note matures on March 3, 2023. The principal amount and the Guaranteed Interest is
due and payable in seven equal monthly payments of $23,571.42, beginning on August 3, 2022 and continuing on the third day of each month
thereafter until paid in full not later than March 3, 2023.
Any
or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty
or premium.
If
an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole
or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% equity blocker (which may
be increased up to 9.99% by Coventry). The conversion price is 90% of the lowest per-share trading price during the 10-trading day period
before conversion.
In
addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest
on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18% per annum or the maximum rate permitted
by law.
The
foregoing description of the Coventry SPA and the Coventry Note does not purport to be complete and is qualified in its entirety by reference
to the Coventry SPA and the Coventry 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 Coventry Note is incorporated by reference into this Item 2.03.
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:
March 9, 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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