UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 17, 2022, 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, a member of the Company’s board of directors, and a significant stockholder of the Company. Pursuant to the terms of the Agreement, the Company and Mr. Ben-Yohanan agreed to exchange certain outstanding indebtedness in the amount of $1,808,167 for 4,520,417,475 shares of the Company’s common stock. Such shares were issued on November 17, 2022. As a result of the exchange, such indebtedness was deemed repaid in full.
The Agreement contains customary representations, warranties and covenants.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On November 17, 2022, the Company issued 4,520,417,475 shares of common stock to Mr. Ben-Yohanan in exchange for the cancellation of $1,808,167 of indebtedness.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the recipients are accredited investors, the recipients acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 7.01. Regulation FD Disclosure.
On November 22, 2022, the Company issued a press release announcing the conversion of $1,808,167 of debt owed by the Company to Mr. Ben-Yohanan in exchange for 4,520,417,475 shares of the Company’s common stock.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 10.1 | Debt Exchange Agreement, dated November 17, 2022, by and between the registrant and Amir Ben-Yohanan. | |
| 99.1 | Press release issued by the registrant on November 22, 2022. | |
| 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 22, 2022 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||