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): March 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 |
(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 the Annual Report on Form 10-K filed on March 15, 2021 with the Securities and Exchange Commission by Clubhouse Media Group, Inc. (the “Company”), on March 11, 2021, the Company entered into a securities purchase agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued a 10% promissory note (the “Labrys Note”) with a maturity date of March 11, 2022 (the “Labrys Maturity Date”), in the principal sum of $1,000,000.
On March 30, 2021, the Company and Labrys entered into Amendment #1 to the Labrys Note pursuant to which Labrys waived certain rights under the Labrys Note and the Company agreed to issue 48,076 shares of common stock to Labrys.
On March 8, 2021, the Company and Labrys entered into Amendment No. 2 (“Amendment No. 2”) to the Labrys Note, as amended. Pursuant to the terms of Amendment No. 2, the maturity date of the Labrys Note, as amended, was extended to November 11, 2022 and the principal amount of the Labrys Note, as amended, was increased by $116,800 to a total of $700,877.67. In addition, pursuant to Amendment No. 2, the parties agreed that, to the extent the Labrys Note, as amended, has not be earlier repaid or converted into common stock, in the event that the Company completes a firm commitment underwritten public offering of common stock following March 8, 2022, that results in the common stock being listed on The Nasdaq Global Market, the Nasdaq Capital Market, the NYSE or the NYSE American prior to the maturity date of the Labrys Note, the Company will repay the Labrys Note, as amended, with the proceeds of such offering.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment No. 2 to Promissory Note, dated as of March 8, 2022, by and between the registrant and Labrys Fund, LP. | |
| 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: March 11, 2022 | CLUBHOUSE MEDIA GROUP, INC. | |
| By: | /s/ Amir Ben-Yohanan | |
| Amir Ben-Yohanan | ||
| Chief Executive Officer | ||
Exhibit 10.1
Amendment No. 2 to the Promissory Note
Issued on March 11, 2021
This Amendment No. 2 to the Note (as defined below) (this “Amendment”), dated as of March 8, 2022 (the “Amendment Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Labrys Fund, LP, a Delaware limited partnership (“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 promissory note originally issued by the Company on March 11, 2021, in the original principal amount of $1,000,000.00 (as amended from time to time, the “Note”), and the Parties now wish to amend the Note as set forth herein;
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 November 11, 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 $116,800.00, to a total Principal Amount of $700,877.67. | ||
| (c) | The Parties acknowledge and agree that, following the Amendment Date, the interest rate applicable to the Principal Amount (as amended herein) shall continue to be ten percent (10%). | ||
| (d) | The following is hereby added to Section 1.10 of the Note: |
(f) Notwithstanding the foregoing, to the extent the Note has not been earlier repaid or converted to Common Stock as set forth herein, in the event that the Company completes a firm commitment underwritten public offering of the Common Stock following March 8, 2022, 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, within two Business Days of the receipt of proceeds by the Company from the IPO, the Company shall pay such proceeds to the Holder until the then-outstanding balance of the Note has been repaid in full.
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| 3. | Other than as amended herein, the Note shall remain in full force and effect. | |
| 4. | Section 4.6 of the Note shall apply with respect to this Amendment. | |
| 5. | 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 |
| Labrys Fund, LP | ||
| By: | /s/ Thomas Silverman | |
| Name: | Thomas Silverman | |
| Title: | Managing Member | |
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