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 of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
3651 Lindell Road, D517
Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip code)
(702) 479-3016
(Registrant’s telephone number, including area code)
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 | ||
| 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. [ ]
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements about:
| ● | the implementation of our strategic plans for our business; | |
| ● | our financial performance; | |
| ● | fluctuations in the number of influencers living in our Clubhouses or that we contract with and their number of social media followers; | |
| ● | developments relating to our competitors and our industry, including the impact of government regulation; and | |
| ● | estimates of our expenses, future revenues, capital requirements and our needs for additional financing. |
In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “could,” “project,” “intend,” “will,” “will be,” “would,” or the negative of these terms or other comparable terminology and expressions. However, this is not an exclusive way of identifying such statements. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Current Report on Form 8-K and the documents that we reference in this Current Report on Form 8-K and have filed with the Securities and Exchange Commission (“SEC”) as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.
The forward-looking statements in this Current Report on Form 8-K represent our views as of the date of this Current Report on Form 8-K. We anticipate that subsequent events and developments will cause our views to change. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after the date of this Current Report on Form 8-K, whether as a result of new information or future events or otherwise. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Current Report on Form 8-K. You should not place undue reliance on the forward-looking statements included in this Current Report on Form 8-K. All forward-looking statements attributable to use are expressly qualified by these cautionary statements.
Item 1.01 Entry Into A Material Definitive Agreement.
The disclosure set forth below under Item 3.02 (Unregistered Sales of Equity Securities) is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities
As disclosed in the Current Report on Form 8-K of Tongji Healthcare Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) West Of Hudson Group, Inc., a Delaware corporation (“WOHG”), (ii) each of the shareholders of WOHG, consisting of Amir Ben-Yohanan, Chris Young and Simon Yu, each of whom are directors and officers of the Company (the “WOHG Shareholders”) and (iii) Mr. Ben-Yohanan as the representative of the WOHG Shareholders (the “Shareholders’ Representative”).
Pursuant to the Share Exchange Agreement, the parties agreed that at the closing of the transactions contemplated by the Share Exchange Agreement (the “Closing”), the Company would acquire 100% of WOHG’s issued and outstanding capital stock, in exchange for the issuance to the WOHG Shareholders of a number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), to be determined at the Closing.
As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, on November 11, 2020, the Company, WOHG, the WOHG Shareholders, and the Shareholders’ Representative entered into a Waiver pursuant to the Share Exchange Agreement (the “Waiver”). Pursuant to the Waiver, each of the parties agreed that certain actions and deliverables required for the Closing to occur may not be obtained by the Closing, and therefore agreed, notwithstanding any provisions in the Share Exchange Agreement to the contrary, to waive these conditions to Closing, including, but not limited to, the condition that the Company designate, issue and sell to Mr. Ben-Yohanan one share of Series X Preferred Stock with a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company plus one. Mr. Ben-Yohanan serves as the Company’s Chief Executive Officer, principal executive officer, principal financial officer, principal accounting officer and a member of the Company’s Board of Directors. He is also a significant stockholder of the Company.
As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, the Closing of the Share Exchange Agreement occurred on November 12, 2020, and, pursuant to the Waiver described above, the Company agreed to issue and sell to Mr. Ben-Yohanan the one share of Series X Preferred Stock, at a purchase price of $1.00, as soon as reasonably practicable following the Closing and the effectiveness of the Certificate of Designations for the Series X Preferred Stock (“Series X Designation”).
On November 12, 2020, the Series X Designation was filed with, and deemed effective by, the Secretary of State of Nevada. On November 13, 2020, the Company issued and sold to Mr. Ben-Yohanan the one share of Series X Preferred Stock of the Company for a purchase price of $1.00, pursuant to a subscription agreement of same date (the “Series X Subscription Agreement”). The share of Series X Preferred Stock has the right to cast a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company plus one.
The entry into the Share Exchange Agreement was disclosed in the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2020, and the description of the Share Exchange Agreement contained therein is incorporated herein by reference. The foregoing description of the Share Exchange Agreement is also qualified in its entirety by reference to the Share Exchange Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2020. The Series X Designation and the entry of the Company into the Waiver was disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, and the descriptions of the Series X Designation and Waiver contained therein are incorporated herein by reference. The foregoing descriptions of the Series X Designation and Waiver are also qualified by the Form of Series X Preferred Stock Designation and of the Waiver filed as Exhibits 3.4 and 10.7, respectively, to the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020. The foregoing description of the Series X Subscription Agreement is qualified in its entirety by the Series X Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation
As disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, on November 12, 2020 the Company filed the Series X Designation.
On November 12, 2020, the Series X Designation was accepted and deemed effective by the Nevada Secretary of State.
The share of Series X Preferred Stock has a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company plus one.
The description of the terms of the Series X Preferred Stock and the Form Certificate of Designations of the Company above is qualified in its entirety by the Form of Certificate of Designations filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On November 18, 2020, the Company issued a press release announcing the closing of the acquisition of WOHG, the sole owner of “The Clubhouse,” a collection of scenic mansions in Southern California that house some of the most prominent and widely followed social media influencers, together carrying an estimated follower base in excess of 90 million. 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 Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Series X Preferred Subscription Agreement dated November 13, 2020 between the Company and Amir-Ben Yohanan. | |
| 99.1 |
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 hereunto duly authorized.
| Tongji Healthcare Group, Inc | |
| Date: November 18, 2020 | /s/ Amir Ben-Yohanan |
| Amir Ben-Yohanan | |
| Chief Executive Officer |
Exhibit 10.1
Tongji Healthcare Group, Inc.
Subscription Agreement – Amir Ben-Yohanan
Amir Ben-Yohanan (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to Tongji Healthcare Group, Inc. a Nevada corporation (the “Company”).
| 1. | Subscription for the Purchase of Share. The undersigned hereby subscribes to purchase one share of Series X Preferred Stock, par value $0.001 per share, of the Corporation (the “Share”) for a subscription price of $1.00 (the “Subscription Price”). In this regard, the Subscriber agrees to forward payment in the amount of the Subscription Price by check to the Company. |
| 2. | Offer to Purchase.Subscriber hereby irrevocably offers to purchase the Share and tenders herewith the total price noted above. Subscriber recognizes and agrees that (i) this subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept or to reject this Subscription Agreement in its entirety and shall have no liability for any rejection of this Subscription Agreement. This Subscription Agreement shall be deemed to be accepted by the Company only when it is executed by the Company. |
| 3. | Effect of Acceptance. Subscriber hereby acknowledges and agrees that on the Company’s acceptance of this Subscription Agreement, it shall become a binding and fully enforceable agreement between the Company and the Subscriber. As a result, upon acceptance by the Company of this Subscription Agreement, Subscriber will become the record and beneficial holder of the Share and the Company will be entitled to receive the Subscription Price. |
| 4. | Representation as to Investor Status. Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). |
| 5. | Additional Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: |
| a) | Subscriber has been furnished such documents as requested by Subscriber to evaluate the Company and Subscriber’s investment therein. The Subscriber has carefully read such requested documents. Subscriber has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Subscriber requested and deemed material to making an informed investment decision regarding Subscriber’s purchase of the Share. Subscriber has been afforded the opportunity to review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Subscriber understands and represents that he, she or it is purchasing the Share notwithstanding the fact that the Company may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company for their current fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to Subscriber’s investment in the Share. Subscriber has full power and authority to make the representations referred to herein, to purchase the Share and to execute and deliver this Subscription Agreement. Subscriber has read and understood, and is familiar with, this Subscription Agreement, the Share and the business and financial affairs of the Company. |
| 1 |
| b) | Subscriber, either personally, or together with Subscriber’s advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Share, is able to bear the risks of an investment in the Share and understands the risks of, and other considerations relating to, a purchase of the Share. The Subscriber and Subscriber’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Share. Subscriber’s financial condition is such that Subscriber is able to bear the risk of holding the Share that Subscriber may acquire pursuant to this Subscription Agreement, for an indefinite period of time, and the risk of loss of Subscriber’s entire investment in the Company. Subscriber has investigated the acquisition of the Share to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. | |
| c) | The Share is being acquired for Subscriber’s own account for investment, with no intention by Subscriber to distribute or sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations thereunder. No one other than Subscriber has any interest in or any right to acquire the Share. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Share by anyone but Subscriber. | |
| d) | No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Subscription Agreement. | |
| e) | Subscriber is aware that Subscriber’s rights to transfer the Share is restricted by the Securities Act and applicable state securities laws, and Subscriber will not offer for sale, sell or otherwise transfer the Share without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom. Subscriber understands and agrees that the Share it acquires have not been registered under the Securities Act or any state securities act in reliance on exemptions therefrom and that the Company has no obligation to register the Share. | |
| f) | The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability. |
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| g) | Subscriber understands that the certificates or other instruments representing the securities included in the Share (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates): | |
| THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. | ||
| h) | Subscriber also acknowledges and agrees that an investment in the Share is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and there is no assurance that a public market for the will be available and that, as a result, Subscriber may not be able to liquidate Subscriber’s investment in the Share should a need arise to do so. | |
| i) | Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the Share. | |
| j) | Subscriber has full power and authority to make the representations referred to herein, to purchase the Share and to execute and deliver this Subscription Agreement. | |
| k) | Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the Share under the federal and state securities laws and for other purposes. |
3
| 6. | Representations and Warranties Regarding Patriot Act; Anti-Money Laundering; OFAC. The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations. Subscriber hereby represents and warrants to the Company as follows: |
| a) | The Subscriber represents that (i) no part of the funds used by the Subscriber to acquire the Share or to satisfy his capital commitment obligations with respect thereto has been, or shall be, directly or indirectly derived from, or related to, any activity that may contravene United States federal or state or non-United States laws or regulations, including anti-money laundering laws and regulations, and (ii) no capital commitment, contribution or payment to the Company by the Subscriber and no distribution to the Subscriber shall cause the Company to be in violation of any applicable anti-money laundering laws or regulations including, without limitation, Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the United States Department of the Treasury Office of Foreign Assets Control regulations. The Subscriber acknowledges and agrees that to the extent required by any anti-money laundering law or regulation, the Company may prohibit capital contributions, restrict distributions or take any other reasonably necessary or advisable action with respect to the Share, and the Subscriber shall have no claim, and shall not pursue any claim, against the Company or any other person in connection therewith. U.S. federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. |
| b) | To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in this paragraph. The Subscriber agrees to promptly notify the Company should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and any broker may also be required to report such action and to disclose the Subscriber’s identity to OFAC. The Subscriber further acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any Broker or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. |
| 1 | These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. |
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| c) | To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below. |
| d) | If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to Subscriber’s banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. | |
| e) | The Subscriber acknowledges that, to the extent applicable, the Company will seek to comply with the Foreign Account Tax Compliance Act provisions of the U.S. Internal Revenue Code and any rules, regulations, forms, instructions or other guidance issued in connection therewith (the “FATCA Provisions”). In furtherance of these efforts, the Subscriber agrees to promptly deliver any additional documentation or information, and updates thereto as applicable, which the Company may request in order to comply with the FATCA Provisions. The Subscriber acknowledges and agrees that the failure to promptly comply with such requests, or to provide such additional information, may result in the withholding of amounts with respect to, or other limitations on, distributions made to the Subscriber and such other reasonably necessary or advisable action by the Company with respect to the Share (including, without limitation, required withdrawal), and the Subscriber shall have no claim, and shall not pursue any claim, against the Company or any other person in connection therewith |
| 7. | Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber herein, and that the Company is relying on such representations and warranties in making the determination to accept or reject this Subscription Agreement. Subscriber hereby agrees to indemnify and hold harmless the Company and each employee and agent thereof from and against any and all losses, damages or liabilities due to or arising out of a breach of any representation or warranty of Subscriber contained in this Subscription Agreement. |
| 8. | Transferability. Subscriber agrees not to transfer or assign this Subscription Agreement, or any interest herein, and further agrees that the assignment and transferability of the Share acquired pursuant hereto shall be made only in accordance with applicable federal and state securities laws. |
| 9. | Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, or delivered by, facsimile or e-mail to Subscriber at the principal office address of the Company and to the address for Subscriber as set forth in the books and records of the Company. |
| 2 | A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. |
| 3 | “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. |
| 4 | A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. |
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| 10. | Amendments. Neither this Subscription Agreement nor any term hereof may be changed, waived, discharged or terminated except in a writing signed by Subscriber and the Company. |
| 11. | Governing Law. This Subscription Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the State of Nevada, without application of the conflicts of laws provisions thereof. |
| 12. | Headings. The headings in this Subscription Agreement are for convenience of reference, and shall not by themselves determine the meaning of this Subscription Agreement or of any part hereof. |
| 13. | Counterparts. This Subscription Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document. The execution and delivery of a facsimile or other electronic transmission of this Subscription Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted copy. |
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In witness whereof, the parties hereto have executed this Subscription Agreement as of the date set forth below.
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Dated: November 13, 2020
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| Name: | Amir Ben-Yohanan | |
| By: | /s/ Amir Ben-Yohanan | |
| Name: | Amir Ben-Yohanan |
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ACCEPTANCE |
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| Tongji Healthcare Group, Inc. | ||
| Date: November 13, 2020 | ||
| By: | /s/ Chris Young | |
| Name: | Chris Young | |
| Title: | President | |
| 7 |
Exhibit 99.1
Tongji Closes Acquisition of “The Clubhouse” Social Media Influencer Firm with a Network of Over 90M FollowersLOS ANGELES, Nov. 18, 2020 (GLOBE NEWSWIRE) — via InvestorWire — Tongji Healthcare Group, Inc. (OTCMKTS:TONJ) (“Tongji” or the “Company”) is excited to announce the closing of the acquisition of West of Hudson Group Inc., the sole owner of “The Clubhouse,” a collection of scenic mansions in Southern California that house some of the most prominent and widely followed social media influencers, together carrying an estimated follower base in excess of 90 million. The acquisition closed on Nov. 12, 2020.
On Nov. 2, 2020, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to amend the Company’s Articles of Incorporation to change the Company’s name from “Tongji Healthcare Group, Inc.” to “Clubhouse Media Group, Inc.,” subject to FINRA’s approval.
“We believe The Clubhouse has significant proprietary value that can be tapped in service of either deals with outside brands or the popularization and expansion of our own in-house branding projects,” commented Amir Ben-Yohanan, Tongji’s CEO.
The Clubhouse is an established network of three social media content creation houses (“Clubhouse BH,” “Clubhouse Europe,” and “Not a Content House”) that has already received organic media coverage from the New York Times, Business Insider and Forbes.
As a result of the acquisition, the Company also acquired West of Hudson Group Inc.’s two operating subsidiaries: WOH Brands, LLC, a content-creation studio, social media marketing company, technology developer, and brand incubator; and Doiyen, LLC, a talent management company that provides representation to Clubhouse influencers.
Management notes that industry trends point to the increasing dominance of social media influencers in establishing market positioning and leadership among new consumer brands, with Zenith recently predicting global social media ad spend to gain 20% in 2020 to reach an estimated $84 billion. According to Zenith’s data, social media advertising will account for 13% of total global ad spend and rank as the third-largest advertising channel, behind TV and paid search. Social media ad spending surpassed print media ad spend last year for the first time ever, according to Zenith. That trend is almost universally expected to continue and even accelerate over coming years.
The Company plans to expand The Clubhouse to additional locations, including internationally, and to continue to aggressively add to its team of popular influencers in the near future.
About Tongji Healthcare
The Company had previously operated Tongji Hospital, a general hospital with 105 licensed beds, offering a variety of medical care treatment areas. However, as a result of the West of Hudson Group Inc. acquisition, the Company is moving 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.
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