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) November 9, 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 7.01. Regulation FD Disclosure.

On November 9, 2023, Clubhouse Media Group, Inc. (the “Company”) issued a press release announcing that the Company has filed it Form 10-Q Quarterly report for the quarter ending September 30, 2023, on November 9, 2023 (“10-Q”).

The press release also announced a financial summary from the 10-Q, comparing key financial results from the third quarter of 2023 to key financial results from the second quarter of 2023, including: total net revenue increased 48% to $1,162,631, compared to $786,489; operating expenses decreased 24% to $535,860 compared to $707,529; net loss decreased 40% to $215,065, compared to $359,766; total liabilities decreased 16% to $9,255,638, compared to $11,005,895; and operating income of $88,819 compared to operating loss of $405,819.

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

99.1		Press release Issued by the Registrant on November 9, 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: November 9, 2023	CLUBHOUSE MEDIA GROUP, INC.

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

Exhibit 99.1

Clubhouse Media Group, Inc. Announces Third Quarter 2023 Financials, Reporting Growth Over Second Quarter

LOS ANGELES, November 9^th, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced financial results for the third quarter of 2023.

Third Quarter 2023 Financial Summary Compared to Second Quarter 2023

	●	Total net revenue increased 48% to $1,162,631, compared to $786,489
	●	Operating expenses decreased 24% to $535,860, compared to $707,529
	●	Net loss decreased 40% to $215,065, compared to $359,766
	●	Operating income of $88,819, compared to operating loss of $405,819
	●	Total Liabilities decreased 16% to $9,255,638, compared to $11,005,895

Management Commentary

“We are pleased with the overall results this quarter”, said Amir Ben-Yohanan, CEO of CMGR. “Our revenue has significantly increased and we managed to decrease the total debt from last quarter. We’re excited about the growth potential for both our digital agency and our creator monetization platform.”

“I think this was a successful quarter” added Scott Hoey, Chief Financial Officer of CMGR. “We managed to increase our revenue and decrease our expenses once again. We are working hard to continue this trajectory throughout Q4.”

Visit us at www.clubhousemediagroup.com

About Clubhouse Media Group, Inc.

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.

Follow CMGR on Twitter: https://twitter.com/ClubhouseCMGR

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	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 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