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 12, 2020
TONGJI HEALTHCARE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 333-140645 | 99-0364697 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. 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
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 | ||
| None | 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 [ ]
Item 7.01. Regulation FD Disclosure.
On November 12, 2020, Tongji Healthcare Group, Inc. (the “Company”) issued a press release announcing that the Company has taken the initial steps toward changing the Company’s name from “Tongji Healthcare Group, Inc.” to “Clubhouse Media Group, Inc.” and changing the Company’s ticker symbol. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01, 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. |
(c) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of the registrant dated November 12, 2020. |
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 12, 2020 | TONGJI HEALTHCARE GROUP, INC | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||
Exhibit 99.1
Tongji Healthcare Group, Inc. Takes First Steps Toward Corporate Name Change and Symbol Change
LOS ANGELES (Nov. 12, 2020) — via NetworkWire — Tongji Healthcare Group, Inc. (OTC Pink: TONJ) ( “Company”) is pleased to announce the Company has taken the initial steps toward changing the Company’s name from “Tongji Healthcare Group, Inc.” to “Clubhouse Media Group, Inc.” and changing the Company’s ticker symbol.
“We have taken the first steps toward effecting our corporate name and ticker symbol changes and are very excited to move forward,” commented Amir Ben-Yohanan, the Company’s CEO.
On August 12, 2020, the Company announced the signing of a Share Exchange Agreement to acquire West of Hudson Group, Inc. (“WOHG”), the sole owner of “The Clubhouse,” a collection of branded content houses that house some of the most prominent social media influencers. Upon closing of the share exchange, the Company will acquire WOHG, with WOHG becoming a wholly owned subsidiary of the Company. The Company expects that the acquisition would move the Company’s business away from healthcare completely and entirely into social media.
In addition to filing a certificate of amendment to the Company’s articles of incorporation with the Nevada Secretary of State, the Company also filed an Issuer Company-Related Action Notification Form with FINRA regarding the proposed corporate name change and ticker symbol change. The name change and symbol change are subject to review by FINRA and will not be effective until FINRA clears the actions. The Company expects that the name change and symbol change will be effective on or about November 20, 2020.
About Tongji Healthcare Group, Inc.
The Company previously operated Tongji Hospital, a general hospital with 105 licensed beds, offering treatment in a variety of medical care areas. However, with its planned transition announced on August 12, 2020, the Company will move entirely into the social media branding marketplace.
FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company 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 the Company’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 products and services of the company, 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 assume no obligation to update any forward-looking statements contained in this report.
Contact:
Simon Yu, MBA
Phone: +1-702-479-3016
Wire
Service Contact:
NetworkWire (NW)
New York, New York
www.NetworkWire.com
212.418.1217 Office
Editor@NetworkWire.com