CMGR Clubhouse Media

Filed: 21 Jul 21, 8:00pm











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 9, 2021



(Exact name of registrant as specified in its charter)


Nevada 333-140645 99-0364697

(State or other jurisdiction of

incorporation or organization)



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)



(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


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 8.01 Other Events


As described in Current Report on Form 8-K filed by Clubhouse Media Group, Inc. (the “Company”) on February 8, 2021, on February 2, 2021, the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal amount of $2,400,000 (the “Note”).


The Note bears simple interest at a rate of eight percent (8%) per annum, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest of the Note at any time without penalty.


Additionally, pursuant to the terms of the Note, $1,000,000 of the principal amount and accrued interest of the Note will automatically be converted into a number of shares of the Company common stock, of $0.001 per share (the “Common Stock”) equal to (i) $1,000,000 divided by (ii) the initial public offering price per share of Company common stock in this offering pursuant to Regulation A (the “Conversion”). The shares of Common Stock issued upon the Conversion will be restricted shares of Common Stock, and not the shares of Common Stock offered in the Company’s offering under Regulation A.


On July 9, 2021, the Conversion occurred, and Amir Ben-Yohanan was issued 250,000 shares of Common Stock as a result of $1,000,000 in principal and interest due on the Note converting into shares of Common Stock at $4.00 per share, which is the initial public offering price per share of the Common Stock in the Company’s offering pursuant to Regulation A.


As of the date of this Current Report on Form 8-K, there is $1,269,864 in principal and accrued interest outstanding on the Note, which will become payable by the Company commencing on February 2, 2022 as required to amortize the Note and the outstanding indebtedness over the following 24 months. The final maturity date of the Note is February 2, 2024.


The foregoing description of the Note is qualified by reference to the Note itself, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 8, 2021.






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.


 By:/s/ Amir Ben-Yohanan
  Amir Ben-Yohanan
  Chief Executive Officer