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 December 15, 2022, Clubhouse Media Group, Inc. (the “Company”) entered into a Debt Repayment and Release Agreement (the “Agreement”) by and between the Company and ProActive Capital SPV I, LLC (“ProActive”). Pursuant to the terms of the Agreement, the Company agreed to pay to ProActive $75,000 as full and complete payment of certain debt owed by the Company to ProActive pursuant to a convertible promissory note, dated as of January 20, 2021, as amended (the “Note”), in the principal sum of $300,000, plus accrued interest in the approximate amount of $50,000 (the “Debt”). On December 15, 2022, pursuant to the terms of the Agreement, the Company paid ProActive $75,000, the Debt was settled and the Note was terminated.
Item 1.02. Termination of a Material Definitive Agreement.
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 20, 2022, the Company issued a press release announcing settlement of the Debt.
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 Repayment and Release Agreement, dated December 15, 2022, by and between the registrant and ProActive Capital SPV I, LLC. | |
| 99.1 | Press release issued by the registrant on December 20, 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: December 20, 2022 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||