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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) August 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 1.01. Entry into a Material Definitive Agreement.

 

On August 9, 2023, Clubhouse Media Group, Inc. (the “Company”) entered into a Debt Exchange Agreement (the “Agreement”) by and between the Company and Amir Ben-Yohanan, the Company’s Chief Executive Officer (the “Creditor”). The Agreement arises from a previously advances funds from the Creditor to the Company in the amount of $1,197,500 (the “Indebtedness”), which Indebtedness is not represented by a promissory note or other instrument, but which is acknowledged to be owed by the Company to the Creditor. Pursuant to the terms of the Agreement, the Company has agreed to issue Mr. Ben-Yohanan 5,987,500,000 total Shares at $0.0002 per share, of the Company Common Stock, par value $0.000001 per share (the “Common Stock”) in exchange for forgiveness of the Indebtedness.

 

The total dollar amount owed to the Creditor is $1,197,500 as of the date of the Agreement, and the 5,987,500,000 shares issued on August 9, 2023 are full and complete payment of certain debt owed by the Company to the Creditor, in the principal sum of $1,197,500. Accordingly, on August 9, 2023, the shares were issued and the aforementioned debt was settled.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit    
Number   Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 


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: August 14, 2023 CLUBHOUSE MEDIA GROUP, INC.
     
  By:  /s/ Amir Ben-Yohanan
    Amir Ben-Yohanan
    Chief Executive Officer

 

3

 

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Aug. 09, 2023
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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)
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