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): February 8, 2022
CLUBHOUSE MEDIA 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2021 by Clubhouse Media Group, Inc. (the “Company”), on January 20, 2021, the Company issued to ProActive Capital SPV I, LLC (“ProActive”) a convertible promissory note in the aggregate principal amount of $250,000 for a purchase price of $225,000, reflecting a $25,000 original issue discount (the “ProActive Note”). The ProActive Note had a maturity date of January 20, 2022.
On February 8, 2022, the parties to the ProActive Note entered into Amendment No. 1 to Convertible Promissory Note, dated as of February 4, 2022 (the “Note Amendment”). Pursuant to the terms of the Note Amendment, the maturity date of the ProActive Note was extended to September 20, 2022. As consideration for ProActive’s agreement to extend the maturity date, the principal amount of the ProActive Note was increased by $50,000, to be a total of $300,000. As of February 4, 2022, the indebtedness under the ProActive Note was $275,000, comprised of $250,000 of principal and $25,000 of accrued interest. Following February 4, 2022, interest will continue to accrue on the principal amount of $300,000 at an interest rate of 10%.
The parties further agreed that to the extent the indebtedness under the ProActive Note has not been earlier repaid or converted to common stock as set forth therein, in the event that the Company completes a firm commitment underwritten public offering of its common stock that results in the common stock being successfully listed on the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange or the NYSE American prior to the maturity date of the ProActive Note, as amended by the Note Amendment, then, following completion of the initial public offering, the Company will use the proceeds to repay indebtedness under the ProActive Note in full.
Except as set forth in the Note Amendment, the terms of the ProActive Note remain in full force and effect.
The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to Convertible Promissory Note, entered into on February 8, 2022, and dated as of February 4, 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: February 11, 2022 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||
Exhibit 10.1
Amendment No. 1 to Convertible Promissory Note Dated as of February 4, 2022
This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation previously named Tongji Healthcare Group, Inc. (the “Company”) and ProActive Capital SPV I, LLC, a Delaware limited liability company (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Holder is the holder of that certain Convertible Promissory Note of the Company, dated as of January 20, 2021 (the “Note”) and the Parties now wish to amend the Note as set forth herein;
WHEREAS, pursuant to Section 5(f) of the Note, the Note may be amended in writing;
NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | Defined terms used herein without definition shall have the meaning given to them in the Note. |
| 2. | Subject to the provisions herein, the Note is hereby amended as follows: |
| (a) | The “Maturity Date” of the Note is hereby amended to be September 20, 2022 and any references in the Note to the “Maturity Date” shall hereafter be deemed a reference to such date. | |
| (b) | As consideration for Holder’s agreement to extend the Maturity Date, as of the Amendment Date, the Principal Amount of the Note is hereby increased by $50,000, to be a total of $300,000. | |
| (c) | The Parties acknowledge and agree that, as of the Amendment Date and prior to the amendments as set forth herein, the total Indebtedness pursuant to the Note was $275,000, being comprised of a Principal Amount of $250,000 and $25,000 of accrued interest on the Principal Amount from the Issue Date. Therefore, the Parties acknowledge and agree that as of the Amendment Date and following the amendments as set forth herein, the Indebtedness is $325,000, being comprised of $300,000 of Principal Amount and $25,000 of accrued interest. Following the Amendment Date, interest will continue to accrue on the $300,000 Principal Amount. | |
| (d) | The following is hereby added to the Note as a new Section 3(e) thereto: | |
| (f) | Notwithstanding the foregoing, to the extent the Indebtedness has not been earlier repaid or converted to Conversion Shares as set forth herein, in the event that the Company completes a firm commitment underwritten public offering of the Common Stock following the Amendment Date which results in the Common Stock being successfully listed for on the NASDAQ Global Market, Nasdaq Capital Market, the NYSE or the NYSE American (the “IPO”) prior to the Maturity Date, then, following completion of the IPO, and within two Business Days of the receipt of proceeds by the Company from the IPO, the Company pay such proceeds to the Holder until the then-outstanding Indebtedness has been repaid in full. |
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| 3. | In connection with the amendment of the Note as set forth herein, and in consideration thereof, Holder hereby irrevocably waives any and all defaults or Events of Defaults occurring under the Note or any agreements related thereto, to the extent that such events occurred prior to the Amendment Date, including, without limitation, the failure of the Company to pay any amounts due and payable pursuant to the Note on or prior to the original maturity date of the Note (prior to the amendment of the “Maturity Date” as set forth herein). The Parties acknowledge and agree that the Note shall be deemed to have remained in full force and effect between the original maturity date of the Note (prior to the amendment of the “Maturity Date” as set forth herein) and the Amendment Date. | |
| 4. | Other than as amended herein, the Note shall remain in full force and effect. | |
| 5. | This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. All questions concerning jurisdiction, venue and the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Agreement. | |
| 6. | This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
| Clubhouse Media Group, Inc. | ||
| By: | /s/ Amir Ben-Yohanan | |
| Name: | Amir Ben-Yohanan | |
| Title: | Chief Executive Officer | |
| ProActive Capital SPV I, LLC | ||
| By: | /s/ Jeff Ramson | |
| Name: | Jeff Ramson | |
| Title: | Manager | |
| 3 |