UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2023, Clubhouse Media Group, Inc. (the “Company”) and Amir Ben-Yohanan, the Chief Executive Officer of the Company entered into an Executive Employment Agreement Amendment and Forgiveness Agreement (the “Amendment”) to the Executive Employment Agreement, dated April 11, 2021 (as the same may have been amended to date, the “Employment Agreement”).
The Amendment serves as a waiver whereby the Company and Mr. Yohanan agree that the Company owes to Mr. Yohanan the sum of $885,000 for past due salary payable pursuant to the Employment Agreement, through September 30, 2023 (the “Past Due Amounts”). Under the Amendment, all Past Due Amounts are forgiven by Mr. Yohanan, and shall no longer be due or payable by the Company.
Further, under the terms of the Amendment, Mr. Yohanan irrevocably waives any breach or default under the Employment Agreement occurring as a result of the failure of the Company to pay any of the Past Due Amounts when and as originally payable.
The Amendment further states that any and all claims, proceedings or causes of action relating to the Amendment or arising from the Amendment or the transactions contemplated therein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of Nevada, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Nevada.
Other than the above, the Employment Agreement shall remain in full force and effect subject to its terms.
The foregoing description of the Executive Employment Agreement Amendment and Forgiveness Agreement is qualified in its entirety by reference to the full text of the Executive Employment Agreement Amendment and Forgiveness Agreement, a copy of which is attached as Exhibit 10.1, and incorporated herein by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
To the extent required by Item 5.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 24, 2023, Clubhouse Media Group, Inc. (the “Company”) issued a press release announcing that the Company had reduced its debt by waiving $885,000 of deferred salary, owed to Mr. Yohanan.
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 | |
| 10.1 | Executive Employment Agreement Amendment and Forgiveness Agreement, dated October 18, 2023. | |
| 99.1 | Press release issued by the registrant on October 24, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: October 24, 2023 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||
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