Statistiques de base
| CIK | 1389518 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Clubhouse Media Group, Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| November 6, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 6, 2024 Clubhouse Media Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 333-140645 99-0364697 (State or Other Jurisdiction (Commission (IRS Employer |
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| September 5, 2024 |
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) September 5, 2024 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse Me |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse M |
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| March 27, 2024 |
Exhibit 99.1 Clubhouse Media Group, Inc. Reports 2023 Financial Results, Highlighting Increased Revenue and Decreased Expenses LOS ANGELES, March 27th, 2024 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm, today announced financial results for year-end 2023. The company has highlighted some of their financial achievements below. 2023 End of Year |
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| March 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 27, 2024 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| March 22, 2024 |
Compensation Recovery Policy, adopted by the registrant on March 5, 2024. Exhibit 97.1 COMPENSATION RECOVERY POLICY Effective March 5, 2024 Clubhouse Media Group, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse Media |
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| March 22, 2024 |
Insider Trading Policy, adopted by the registrant on March 5, 2024. Exhibit 19.1 POLICY ON INSIDER TRADING CLUBHOUSE MEDIA GROUP, INC. Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “Insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding a company, |
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| December 21, 2023 |
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) December 21, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer |
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| December 21, 2023 |
Clubhouse Media Group, Inc. Announces Separation from Agency to Focus Resources on HoneyDrip.com Exhibit 99.1 Clubhouse Media Group, Inc. Announces Separation from Agency to Focus Resources on HoneyDrip.com LOS ANGELES, December 21, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“CMGR”), a social media firm, today announced that it has terminated its joint venture agreement with The Reiman Agency so that the company can dedicate its time and resources to the development and |
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| December 20, 2023 |
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) December 1, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer |
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| November 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 9, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer |
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| November 9, 2023 |
Exhibit 99.1 Clubhouse Media Group, Inc. Announces Third Quarter 2023 Financials, Reporting Growth Over Second Quarter LOS ANGELES, November 9th, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced financial results for the third quarter of 2023. Third Quarter 2023 Financial Summary Compared to Second Quarter |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhou |
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| October 24, 2023 |
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) October 18, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer |
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| October 24, 2023 |
Executive Employment Agreement Amendment and Forgiveness Agreement, dated October 18, 2023. Exhibit 10.1 Executive Employment Agreement Amendment and Forgiveness Agreement Dated as of October 18, 2023 This Executive Employment Agreement Amendment and Forgiveness Agreement (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 (the “Company”) and Amir Ben-Yohanan (the “Executive” |
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| October 24, 2023 |
Clubhouse Media Group, Inc. CEO Forgives $885k In Over Two Years Salary For Betterment Of Company Exhibit 99.1 Clubhouse Media Group, Inc. CEO Forgives $885k In Over Two Years Salary For Betterment Of Company LOS ANGELES, October 24, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“CMGR”), a social media firm and digital agency, today announced that CEO Amir Ben-Yohanan has further reduced the company’s debt by waiving $885k of deferred salary, personally owed to him by CMGR. |
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| August 15, 2023 |
Clubhouse Media Group, Inc. CEO and Founder Converts Approx. $1.2M of Debt into Common Stock Exhibit 99.1 Clubhouse Media Group, Inc. CEO and Founder Converts Approx. $1.2M of Debt into Common Stock LOS ANGELES, August 15, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“CMGR”), a social media firm and digital agency, today announced that CEO and founder Amir Ben-Yohanan has further reduced the company’s debt by converting $1,197,500 of related party debt personally owed |
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| August 15, 2023 |
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) August 15, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction of incorporation) (Commissi |
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| August 14, 2023 |
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) August 9, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| August 8, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) August 7, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse Me |
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| August 8, 2023 |
Clubhouse Media Group, Inc. Reports Second Quarter 2023 Financials Exhibit 99.1 Clubhouse Media Group, Inc. Reports Second Quarter 2023 Financials LOS ANGELES, August 7th, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced financial results for the first quarter of 2023. Second Quarter 2023 Financial Summary Compared to Second Quarter 2022 ● Total net revenue decreased 57% t |
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| June 22, 2023 |
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) June 19, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| June 22, 2023 |
Exhibit 16.1 June 22, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Members of: WSCPA AICPA 802 N Washington PO Box 2163 Spokane, Washington 99210-2163 Commissioners: We have read Item 4.01 of Clubhouse Media Group, Inc.’s Form 8-K dated June 22, 2023, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to |
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| June 13, 2023 |
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) June 13, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| June 13, 2023 |
Clubhouse Media Group, Inc. Reports First Quarter 2023 Financials Exhibit 99.1 Clubhouse Media Group, Inc. Reports First Quarter 2023 Financials LOS ANGELES, June 13th, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced financial results for the first quarter of 2023. First Quarter 2023 Financial Summary Compared to First Quarter 2022 ● Total net revenue increased 67% to $1 |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse M |
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| May 18, 2023 |
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) May 18, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 18, 2023 |
Clubhouse Media Group, Inc. Announces New Reduction In Company Debt Exhibit 99.1 Clubhouse Media Group, Inc. Announces New Reduction In Company Debt LOS ANGELES, May 18, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced that it has reduced its outstanding debt by approximately $78 thousand. Clubhouse Media’s outstanding debt to noteholders remains approximately $4.2 million |
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| May 17, 2023 |
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) May 10, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 15, 2023 |
CLUBHOUSE MEDIA GROUP, INC. (Name of Registrant as Specified in Charter) UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D. |
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| April 5, 2023 |
Clubhouse Media Group, Inc. Reports 2022 Financial Results Exhibit 99.1 Clubhouse Media Group, Inc. Reports 2022 Financial Results LOS ANGELES, April 5th, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced financial results for year-end 2022. The company has highlighted some of their financial achievements below. 2022 End of Year Summary Compared to 2021 End of Year |
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| April 5, 2023 |
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) April 5, 2023 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction (Commission (IRS Employer of |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-140645 CLUBHOUSE MEDIA G |
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| March 31, 2023 |
Exhibit 10.7 |
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| March 13, 2023 |
Clubhouse Media Group, Inc. Announces New Reduction In Company Debt Exhibit 99.1 Clubhouse Media Group, Inc. Announces New Reduction In Company Debt LOS ANGELES, March 13, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced that it has reduced its outstanding debt by approximately $95 thousand. Clubhouse Media’s outstanding debt to noteholders remains approximately $4.3 millio |
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| March 13, 2023 |
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 7, 2023 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 organiza |
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| March 13, 2023 |
Exhibit 10.1 Debt Repayment and Release Agreement Dated as of March 7, 2023 This Debt Repayment and Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”) and (ii) ONE44 CAPITAL LLC, a Nevada limited liability company (“Holder”), on the other hand. Each of CMGR and H |
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| February 23, 2023 |
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 17, 2023 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 orga |
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| February 23, 2023 |
Exhibit 10.1 Settlement and Release Agreement Dated as of February 17, 2023 This Settlement and Release Agreement (the “Agreement”) is entered into as of the date first set forth above by and between Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”); and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company formerly named Sixth Street Lending LLC (“Holder”). Each of CMGR and Hol |
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| February 23, 2023 |
Clubhouse Media Group, Inc. Announces Further Reduction Of Company Debt Exhibit 99.1 Clubhouse Media Group, Inc. Announces Further Reduction Of Company Debt LOS ANGELES, February 23, 2023 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), a social media firm and digital agency, today announced that it has reduced its outstanding debt by approximately $110 thousand. Clubhouse Media’s outstanding debt to noteholders has been reduced to appro |
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| January 9, 2023 |
CMGR / CLUBHOUSE MEDIA GROUP INC / GS Capital Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. Under the Securities Exchange Act of 1934 Clubhouse Media Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18949C109 (CUSIP Number) January 3, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| December 22, 2022 |
Exhibit 10.1 Debt Repayment and Release Agreement Dated as of December 20, 2022 This Debt Repayment and Release Agreement (the ?Agreement?) is entered into as of the date first set forth above (the ?Closing Date?) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (?CMGR?) and (ii) Coventry Enterprises LLC, a Delaware limited liability company (?Holder?), on the other hand. Each |
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| December 22, 2022 |
Clubhouse Media Group, Inc. Announces Third Reduction In Company Debt In December 2022 Exhibit 99.1 Clubhouse Media Group, Inc. Announces Third Reduction In Company Debt In December 2022 LOS ANGELES, December 22, 2022 /PRNewswire/ ? Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (?Clubhouse Media?), an influencer-based social media firm and digital talent management agency, today announced that it has reduced its outstanding debt by approximately $104 thousand. Clubhouse Media?s outsta |
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| December 22, 2022 |
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): December 20, 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 orga |
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| December 20, 2022 |
Clubhouse Media Group, Inc. Announces Additional Reduction In Company Debt Exhibit 99.1 Clubhouse Media Group, Inc. Announces Additional Reduction In Company Debt LOS ANGELES, December 20, 2022 /PRNewswire/ - - Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (?Clubhouse Media?), an influencer-based social media firm and digital talent management agency, today announced that it has reduced its outstanding debt by approximately $350 thousand. Clubhouse Media?s outstanding debt |
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| December 20, 2022 |
Exhibit 10.1 Debt Repayment and Release Agreement Dated as of December 15, 2022 This Debt Repayment and Release Agreement (the ?Agreement?) is entered into as of the date first set forth above (the ?Closing Date?) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (?CMGR?) and (ii) ProActive Capital SPV I, LLC, a Delaware limited liability company (?Holder?), on the other hand. E |
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| December 20, 2022 |
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): December 15, 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 orga |
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| December 13, 2022 |
Clubhouse Media Group, Inc. Announces Reduction In Company Debt Exhibit 99.1 Clubhouse Media Group, Inc. Announces Reduction In Company Debt LOS ANGELES, December 13, 2022 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management agency, today announced that it has reduced its outstanding debt by approximately $475 thousand . Clubhouse Media’s outstanding debt to notehold |
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| December 13, 2022 |
Exhibit 10.1 Debt Repayment and Release Agreement Dated as of December 7, 2022 This Debt Repayment and Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”) and (ii) Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico limited liability company (“Holder”), on the oth |
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| December 13, 2022 |
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): December 7, 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 organ |
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| November 22, 2022 |
Exhibit 10.1 Debt Exchange Agreement By and Among Clubhouse Media Group, Inc. And Amir Ben-Yohanan i TABLE OF CONTENTS Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. Debt Exchange 2 Section 2.01 Exchange and Satisfaction. 2 Section 2.02 Actions at the Closing. 2 Section 2.03 Closing. 2 Article III. Representations and War |
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| November 22, 2022 |
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 17, 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 orga |
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| November 22, 2022 |
Clubhouse Media Group, Inc. CEO Converts Approximately $1.8M of Personal Debt into Common Stock Exhibit 99.1 Clubhouse Media Group, Inc. CEO Converts Approximately $1.8M of Personal Debt into Common Stock LOS ANGELES, November 22, 2022 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“CMGR”), an influencer-based social media firm and digital talent management agency, today announced that CEO Amir Ben-Yohanan has further reduced CMGR’s debt by converting $1,808,167 of related party |
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| November 18, 2022 |
Certificate of Amendment, filed on November 15, 2022. Exhibit 3.1 |
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| November 18, 2022 |
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 15, 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 orga |
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| November 15, 2022 |
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 15, 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 orga |
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| November 15, 2022 |
Clubhouse Media Group, Inc. Reports 3rd Quarter 2022 Results, Shows Net Income For The First Time Exhibit 99.1 Clubhouse Media Group, Inc. Reports 3rd Quarter 2022 Results, Shows Net Income For The First Time LOS ANGELES, November 15, 2022 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management agency, today announced financial results for the third quarter of 2022. The company has reported a net gain b |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhou |
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| August 17, 2022 |
Exhibit 99.1 Clubhouse Media Group, Inc. Reports Second Quarter 2022 Net Revenue of $1.9 Million, a 104% Increase from Same Period in 2021 LOS ANGELES, August 17, 2022 /PRNewswire/ ? Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (?Clubhouse Media?), an influencer-based social media firm and digital talent management agency, has announced financial results for the second quarter of 2022. Second Quart |
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| August 17, 2022 |
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): August 17, 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 organi |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse Me |
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| August 9, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 9, 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 organiz |
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| August 9, 2022 |
Exhibit 99.1 Clubhouse Media Group, Inc. Holds Majority Stake in New Joint Venture with Alden Reiman of The Reiman Agency LOS ANGELES, CA, August 9, 2022 /PRNewswire/ ? Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (?CMGR?), an influencer-based social media firm and digital talent management agency, today announced it has formed a joint venture, The Reiman Agency LLC (the ?JV?), with Alden Reiman, f |
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| August 4, 2022 |
Exhibit 10.1 JOINT VENTURE DEAL MEMO This joint venture deal memo (?Agreement?) is entered into as of July 31, 2022 by and between Clubhouse Media Group, Inc. (?Clubhouse?) and Alden Henri Reiman (?Reiman?). Clubhouse and Reiman are collectively described herein as the ?Parties? or individually as a ?Party.? WHEREAS, Reiman is in the business of obtaining brand and sponsorship deals for celebritie |
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| August 4, 2022 |
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): July 31, 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 organiza |
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| August 4, 2022 |
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT Dated as of July [31], 2022 (the “Effective Date”) This executive employment agreement (the “Agreement”) dated as of the date first set forth above is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation, (the “Company”) and Alden Reiman (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” |
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| August 4, 2022 |
Exhibit 10.2 OPERATING AGREEMENT OF THE REIMAN AGENCY LLC This Operating Agreement (the ?Agreement?) dated as of July 31, 2022 of The Reiman Agency LLC (the ?Company?) is made and entered into by Clubhouse Media Group, Inc. (?CMGR?) and Alden Henri Reiman (?Reiman?) (collectively referred to as the ?Members? and individually as a ?Member?) as the initial members of the Company in accordance with N |
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| July 21, 2022 |
As filed with the Securities and Exchange Commission on July 21, 2022 S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on July 21, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 99-0364697 (State or other jurisdiction of incorporation or org |
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| July 21, 2022 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0. |
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| July 21, 2022 |
Exhibit 99.1 Clubhouse Media Group, Inc. 2023 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 5 Article II. Stock Subject to this Plan; Administration. 5 Section 2.01 Stock Subject to this Plan. 5 Section 2.02 Administration of this Plan. 6 Section 2.0 |
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| July 14, 2022 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| July 14, 2022 |
Exhibit 10.4 Clubhouse Media Group, Inc. 2023 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 7 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to this Plan. 7 Section 2.02 Administration of this Plan. 8 Section 2.0 |
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| July 14, 2022 |
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): July 11, 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 organiza |
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| July 14, 2022 |
Exhibit 10.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN |
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| July 14, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 8, 2022, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the ?Company?), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexa |
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| July 6, 2022 |
Amendment No. 2 to Convertible Promissory Note, dated as of June 29, 2022. EX-10.2 3 ex10-2.htm Exhibit 10.2 Amendment No. 2 to Convertible Promissory Note Dated as of June 29, 2022 This Amendment No. 2 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 (the “Company”) and Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico l |
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| July 6, 2022 |
Exchange Agreement, dated as of June 29, 2022. Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?), dated as of June 29, 2022, is entered into by and between CLUBHOUSE MEDIA GROUP, INC, a Nevada corporation (the ?Company?) and GS Capital Partners, LLC (the ?Holder?). As used herein, the term ?Parties? shall be used to refer to the Company and Holder jointly and the term ?Party? shall be used to refer to the Company and Ho |
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| July 6, 2022 |
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): June 29, 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 organiza |
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| July 6, 2022 |
Amendment No. 3 to Convertible Promissory Note, dated as of June 30, 2022. EX-10.3 4 ex10-3.htm Exhibit 10.3 Amendment No. 3 to Convertible Promissory Note Dated as of June 30, 2022 This Amendment No. 2 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 (the “Company”) and Tiger Trout Capital Puerto Rico, LLC, a Puerto Rico l |
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| June 29, 2022 |
Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK |
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| June 29, 2022 |
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): June 23, 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 organiza |
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| June 29, 2022 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| June 29, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 23, 2022, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the ?Company?), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alex |
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| June 17, 2022 |
Certificate of Amendment to Articles of Incorporation, dated June 13, 2022. Exhibit 3.1 |
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| June 17, 2022 |
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): June 13, 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 organiza |
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| June 2, 2022 |
32,119,498 SHARES OF COMMON STOCK CLUBHOUSE MEDIA GROUP, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-265091 32,119,498 SHARES OF COMMON STOCK CLUBHOUSE MEDIA GROUP, INC. This Prospectus (this “Prospectus”) relates to the offer and sale from time to time of up to 32,119,498 shares of common stock, par value $0.001 (“Common Stock”), of Clubhouse Media Group, Inc., a Nevada corporation (“we,” “us,” “our,” or the “Company”), by Peak One Opportunit |
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| May 31, 2022 |
As filed with the Securities and Exchange Commission on May 31, 2022 As filed with the Securities and Exchange Commission on May 31, 2022 Registration No. |
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| May 27, 2022 |
Exhibit 10.1 Termination and Release Agreement Dated as of May 27, 2022 This Termination and Release Agreement (this ?Agreement?), dated as of the date first set forth above (the ?Effective Date?), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the ?Company?) and Dmitry Kaplun (the ?Employee?). Each of the Company and Employee may be referred to herein individual |
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| May 27, 2022 |
Redemption Agreement, dated as of May 27, 2022, by and between the registrant and Dmitry Kaplun. Exhibit 10.2 REDEMPTION AGREEMENT May 27, 2022 This Redemption Agreement (this ?Agreement?), dated as of the date and time first set forth above (the ?Effective Date?), is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the ?Company?) and Dmitry Kaplun (?Stockholder?). The Company and Stockholder may be referred to herein individually as a ?Party? and collectively as |
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| May 27, 2022 |
Clubhouse Media Group, Inc. Announces Scott Hoey as New CFO, Dmitry Kaplun to Assume Consulting Role Exhibit 99.1 Clubhouse Media Group, Inc. Announces Scott Hoey as New CFO, Dmitry Kaplun to Assume Consulting Role LOS ANGELES, May 27, 2022 /PRNewswire/ ? Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (?CMGR?), an influencer-based social media firm and digital talent management agency, today announced that Scott Hoey will take over as Chief Financial Officer of CMGR, following the resignation of Dmi |
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| May 27, 2022 |
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): May 27, 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 organizat |
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| May 26, 2022 |
CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada 89103 May 26, 2022 CORRESP 1 filename1.htm CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada 89103 May 26, 2022 CORRESPONDENCE FILING VIA EDGAR Ms. Alyssa Wall Office of Trade & Services U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Clubhouse Media Group, Inc. Registration Statement Filed on Form S-1 (File No. 333-265091) Dea |
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| May 25, 2022 |
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): May 20, 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 organizat |
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| May 25, 2022 |
Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) US $115,0 |
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| May 25, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 20, 2022 (the ?Closing Date?) by and between CLUBHOUSE MEDIA GROUP INC., a Nevada corporation, with headquarters located 3651 Lindell Road, D517, Las Vegas, NV 89103 (the ?Company?), and ONE44 CAPITAL LLC, a Nevada limited liability company, with its address at 1 East Liberty Street Sui |
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| May 20, 2022 |
As filed with the Securities and Exchange Commission on May 19, 2022 As filed with the Securities and Exchange Commission on May 19, 2022 Registration No. |
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| May 20, 2022 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price (1) Amount of Registration Fee Common stock, $0. |
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| May 20, 2022 |
Exhibit 21.1 List of Subsidiaries of Clubhouse Media Group, Inc. Entity Name Place of Organization West of Hudson Group, Inc.* Delaware Doiyen LLC* California Clubhouse Studios, LLC* Delaware WOH Brands, LLC* Delaware DAK Brands, LLC* Delaware Digital Influence Inc. (doing business as Magiclytics) * Wyoming *100% owned subsidiary of Clubhouse Media Group, Inc. |
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| May 5, 2022 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Clubhouse Media Group Reports First Quarter 2022 Net Revenue of $813,477, a 55% Increase from Same Period in 2021 LOS ANGELES, May 5, 2022 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management agency, today announced financial results for the first quarter of 2022. First |
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| May 5, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): May 5, 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 organizati |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse M |
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| April 25, 2022 |
EX-3.1 2 ex3-1.htm Exhibit 3.1 |
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| April 25, 2022 |
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): April 19, 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 organiz |
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| April 21, 2022 |
EX-FILING FEES 5 ex107.htm Exhibit 107 CALCULATION OF REGISTRATION FEE Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share 26,000,000 $ 0.02 (2) $ 520,000.00 (3) $ 48.20 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this |
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| April 21, 2022 |
Exhibit 99.1 Clubhouse Media Group, Inc. 2022 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 7 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to this Plan. 7 Section 2.02 Administration of this Plan. 8 Section 2.0 |
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| April 21, 2022 |
As filed with the Securities and Exchange Commission on April 21, 2022 As filed with the Securities and Exchange Commission on April 21, 2022 Registration No. |
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| April 19, 2022 |
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): April 18, 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 organiz |
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| April 19, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Clubhouse Media Group, Inc. 2022 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 7 Article II. Stock Subject to this Plan; Administration. 7 Section 2.01 Stock Subject to this Plan. 7 Section 2.02 Administration of thi |
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| April 7, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Executive Employment Agreement Dated as of April 1, 2022 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above and beginning April 11th, 2022 (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Amir Ben-Yohanan (the “Executive”). The Company and Execu |
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| April 7, 2022 |
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): April 1, 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 organiza |
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| March 30, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 30, 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 organiz |
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| March 30, 2022 |
Clubhouse Media Group Announces 2021 Results EX-99.1 2 ex99-1.htm Exhibit 99.1 Clubhouse Media Group Announces 2021 Results LOS ANGELES, March 30, 2022 /PRNewswire/ — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media Group”), an influencer-based social media firm and digital talent management agency, today announced financial results for the fiscal year 2021. “For the fiscal year 2021, net revenues grew 321% versus the prior year |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20 , to , 20. Commission File Number 333-140645 CLUBHOUSE MEDIA |
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| March 11, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 incorporation or organiza |
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| March 11, 2022 |
EX-10.1 2 ex10-1.htm 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 Hol |
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| March 9, 2022 |
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 3, 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 organiza |
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| March 9, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” |
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| March 9, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of March 3, 2022 between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation (the ?Company?), and Coventry Enterprises, LLC, a Delaware limited liability company (?Investor?). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exempt |
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| February 23, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February [16], 2022 (the “Closing Date”) by and between CLUBHOUSE MEDIA GROUP INC., a Nevada corporation, with headquarters located 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”), and ONE44 CAPITAL LLC, a Nevada limited liability company, with its address |
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| February 23, 2022 |
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 16, 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 orga |
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| February 23, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE |
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| February 11, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 organ |
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| February 11, 2022 |
EX-10.1 2 ex10-1.htm 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 Pro |
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| February 3, 2022 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Amendment No. 1 to Convertible Promissory Note Dated as of January 25, 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 (the “Company”) and Tiger Trout Capital Puerto Rico, LLC, a Puerto Ric |
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| February 3, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 28, 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 organ |
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| January 18, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of January 12, 2022, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the ?Company?), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Al |
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| January 18, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI |
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| January 18, 2022 |
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): January 12, 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 organ |
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| January 14, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE |
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| January 14, 2022 |
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): January 13, 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 organ |
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| January 14, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2022, by and between CLUBHOUSE MEDIA GROUP INC., a Nevada corporation, with headquarters located at 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”) and FAST CAPITAL, LLC, a Delaware limited liability company, with its address at 3763 Rosecroft Ct., San Diego, CA 921 |
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| January 10, 2022 |
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): January 4, 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 organi |
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| January 10, 2022 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| January 5, 2022 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| December 15, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2021, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the “Company”), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagona |
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| December 15, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI |
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| December 15, 2021 |
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): December 9, 2021 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 organ |
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| December 14, 2021 |
17,098,689 SHARES OF COMMON STOCK CLUBHOUSE MEDIA GROUP, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-261471 17,098,689 SHARES OF COMMON STOCK CLUBHOUSE MEDIA GROUP, INC. This Prospectus (this “Prospectus”) relates to the offer and sale from time to time of up to 17,098,689 shares of common stock, par value $0.001 (“Common Stock”), of Clubhouse Media Group, Inc., a Nevada corporation, by Peak One Opportunity Fund, L.P. (“Peak One”) and Peak One |
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| December 9, 2021 |
CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada 89103 December 9, 2021 CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada 89103 December 9, 2021 CORRESPONDENCE FILING VIA EDGAR Ms. Cara Wirth Office of Trade & Services U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Clubhouse Media Group, Inc. Registration Statement Filed on Form S-1 (File No. 333-261471) Dear Ms. Wirth: On behal |
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| December 7, 2021 |
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): December 1, 2021 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 organ |
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| December 3, 2021 |
Exhibit 21.1 List of Subsidiaries of Clubhouse Media Group, Inc. Entity Name Place of Organization West of Hudson Group, Inc.* Delaware Doiyen LLC* California Clubhouse Studios, LLC* Delaware WOH Brands, LLC* Delaware DAK Brands, LLC* Delaware Digital Influence Inc. (doing business as Magiclytics) * Wyoming *100% owned subsidiary of Clubhouse Media Group, Inc. |
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| December 3, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| December 2, 2021 |
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 26, 2021 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 orga |
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| December 2, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
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| December 2, 2021 |
Exhibit 10.1 Amendment and Restructuring Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC TABLE OF CONTENTS Article I. Definitions and Interpretation 2 Section 1.01 Definitions. 2 Section 1.02 Interpretive Provisions. 3 Article II. Amendment; New Note 3 Section 2.01 Amendment of Notes. 3 Section 2.02 Exchange of Shares and Issuance of New Note. 4 Article III. Represe |
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| November 24, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2021, by and between Clubhouse Media Group, Inc., a Nevada corporation, with its address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103 (the “Company”), and SIXTH STREET LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagon |
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| November 24, 2021 |
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 18, 2021 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 orga |
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| November 24, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhou |
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| November 10, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Clubhouse Media Group Reports 90% Sequential Increase in Net Revenue for Third Quarter of 2021 Third Quarter Net Revenue Reaches $1.8 Million, Representing a 90% Increase from Second Quarter of 2021 LOS ANGELES, November 10, 2021 — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management a |
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| November 10, 2021 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 10, 2021 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 orga |
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| November 4, 2021 |
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 2, 2021 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 organ |
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| November 4, 2021 |
Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of October 29, 2021 (this “Agreement”), by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Co |
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| November 4, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2021, by and between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defi |
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| November 4, 2021 |
EX-99.1 4 ex99-1.htm Exhibit 99.1 Clubhouse Media Group Enters into $15 Million Equity Line Agreement with Peak One Opportunity Fund, L.P. Agreement Provides Flexible Access to Funding LOS ANGELES, November 4, 2021 — Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management agency, today announced that it has entered into a |
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| October 14, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 Restricted Stock Award Agreement Dated as of October 7, 2021 This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Dmitry Kaplun (“Grantee”). The Company and Grantee may collective be referred to as t |
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| October 14, 2021 |
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): October 7, 2021 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 organi |
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| October 14, 2021 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 INDEPENDENT DIRECTOR AGREEMENT This Independent Director Agreement (this “Agreement”), dated and made effective as of October 12, 2021 (the “Effective Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Massimiliano Musina, an individual resident of the Commonwealth of Puerto Rico (“Director”). The Company and |
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| October 14, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Executive Employment Agreement Dated as of October 7, 2021 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Dmitry Kaplun (the “Executive”). The Company and Executive may collective be referred |
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| October 14, 2021 |
Clubhouse Media Group Names New Chief Financial Officer Dmitry Kaplun EX-99.1 5 ex99-1.htm Exhibit 99.1 Clubhouse Media Group Names New Chief Financial Officer Dmitry Kaplun LOS ANGELES, October 14, 2021 /PRNewswire/ - Clubhouse Media Group, Inc. (OTCMKTS: CMGR) (“Clubhouse Media”), an influencer-based social media firm and digital talent management agency, today announced Dmitry Kaplun has joined Clubhouse Media as its new Chief Financial Officer, to lead the compa |
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| September 3, 2021 |
Termination of a Material Definitive Agreement, Other Events 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): September 1, 2021 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 orga |
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| September 2, 2021 |
Exhibit 10.3 |
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| September 2, 2021 |
EX-10.7 8 ex10-7.htm Exhibit 10.7 |
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| September 2, 2021 |
EX-10.5 6 ex10-5.htm Exhibit 10.5 |
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| September 2, 2021 |
EX-10.6 7 ex10-6.htm Exhibit 10.6 |
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| September 2, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 |
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| September 2, 2021 |
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): August 27, 2021 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 organi |
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| September 2, 2021 |
EX-10.4 5 ex10-4.htm Exhibit 10.4 |
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| September 2, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 |
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| September 2, 2021 |
EX-10.8 9 ex10-8.htm Exhibit 10.8 |
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| August 31, 2021 |
Filed Pursuant to Rule 253(g)(2) File No. 024-11447 SUPPLEMENT NO. 3 DATED AUGUST 31, 2021 to the Offering Circular dated June 11, 2021 (as supplemented by Supplement No. 1 dated June 24, 2021 and Supplement No. 2 dated July 15, 2021) CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada, 89103 (702) 479-3016 $1,000,000 Minimum Offering Amount (250,000 Shares of Common Stock) $30,0 |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhouse Me |
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| July 22, 2021 |
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): July 9, 2021 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 organizat |
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| July 16, 2021 |
Exhibit 10.1 JOINT SERVICES AGREEMENT Dated as of July 12, 2021 This Joint Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (“CMGR”); (ii) FinTekk AP, LLC, a Texas limited liability company (“FinTekk”); and (iii) Rick Ware Racing, LLC, a North Carolina limited |
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| July 16, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8-k.htm 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): July 12, 2021 CLUBHOUSE MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 333-140645 99-0364697 (State or other jurisdiction of incorpo |
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| July 15, 2021 |
253G3 1 form253g3.htm Filed Pursuant to Rule 253(g)(3) File No. 024-11447 SUPPLEMENT NO. 2 DATED JULY 15, 2021 to the Offering Circular dated June 11, 2021 (as supplemented by Supplement No. 1 dated June 24, 2021) CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada, 89103 (702) 479-3016 $1,000,000 Minimum Offering Amount (250,000 Shares of Common Stock) $30,000,000 Maximum Offeri |
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| June 24, 2021 |
Filed Pursuant to Rule 253(g)(3) File No. 024-11447 SUPPLEMENT NO. 1 DATED JUNE 24, 2021 to the Offering Circular dated June 11, 2021 CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada, 89103 (702) 479-3016 $1,000,000 Minimum Offering Amount (250,000 Shares of Common Stock) $30,000,000 Maximum Offering Amount (7,500,000 Shares of Common Stock) EXPLANATORY NOTE This Offering Circ |
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| June 15, 2021 |
Filed Pursuant to Rule 253(g)(3) File No. 024-11447 Offering Circular dated June 11, 2021 CLUBHOUSE MEDIA GROUP, INC. 3651 Lindell Road, D517 Las Vegas, Nevada, 89103 (702) 479-3016 $1,000,000 Minimum Offering Amount (250,000 Shares of Common Stock) $30,000,000 Maximum Offering Amount (7,500,000 Shares of Common Stock) CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation, is offering a minimum of 250 |
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| June 9, 2021 |
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): June 3, 2021 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 organizat |
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| June 9, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
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| June 9, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of June 3, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 |
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| May 28, 2021 |
Exhibit 13.1 |
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| May 28, 2021 |
ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA STUART REED, ESQ MARC S. WOOLF, ESQ DIRECT E-MAIL: [email protected] *licensed in CA **lic |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021 File No. 024-11447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A (Amendment No. 3) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Clubhouse Media Group, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization |
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| May 28, 2021 |
Exhibit 9.1 ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of , 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the “Company”), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, BOUSTEAD SECURITIES, LLC, serving as the r |
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| May 28, 2021 |
Subscription Agreement of Clubhouse Media Group, Inc. Common Stock Exhibit 4.1 Subscription Agreement of Clubhouse Media Group, Inc. Common Stock This subscription (this “Subscription”) is dated , 2021, by and between the investor identified on the signature page hereto (the “Investor”) and Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), whereby the parties agree as follows: 1. Subscription Investor agrees to buy and the Company agrees to sell |
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| May 28, 2021 |
Form of Warrant Form of Underwriter’s Warrant Agreement EX1A-3 HLDRS RTS 4 ex3-1.htm Exhibit 3.1 Form of Warrant Form of Underwriter’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCH |
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| May 28, 2021 |
Exhibit 12.1 ANTHONY L.G., PLLC laura aNTHONy, esq. GEOFFREY ASHBURNE, ESQ.* JOHN CACOMANOLIS, ESQ.** CHAD FRIEND, ESQ., LLM SVETLANA ROVENSKAYA, ESQ.*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ./CIPP/US**** CRAIG D. LINDER, ESQ.***** PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. DIRECT E-MAIL: LANTHONY @ANTHONYPLLC.CO |
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| May 28, 2021 |
CREDIT CARD SERVICES AGREEMENT Exhibit 6.45 CREDIT CARD SERVICES AGREEMENT This Services Agreement (?Services Agreement? or ?Agreement?) is made and entered into as , 2021 of by and between Sutter Securities Group, Inc. (the ?Platform?) and Clubhouse Media Group, Inc. (the ?Company?). 1. Services. Platform agrees to make available to Company the ability to present information with respect to its securities offering (the ?Offeri |
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| May 28, 2021 |
CONSENT OF Independent Registered Public Accounting Firm Exhibit 11.1 802 N Washington St Spokane, WA 99201 CONSENT OF Independent Registered Public Accounting Firm We consent to the inclusion in the Offering Statement on Form 1-A/A (Amendment No. 3) of our report dated March 15, 2021, on the consolidated balance sheet of Clubhouse Media Group, Inc. as of December 31, 2020, and the related consolidated statements of operations, stockholders’ equity (def |
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| May 28, 2021 |
EX1A-6 MAT CTRCT 7 ex6-43.htm Exhibit 6.43 |
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| May 28, 2021 |
Issuer ACKNOWLEDGEMENT Regulation A Offering Exhibit 6.44 Issuer ACKNOWLEDGEMENT Regulation A Offering The undersigned (the “Issuer”) has engaged Sutter Securities Clearing, LLC (“Broker Dealer”) and Sutter Securities Group, Inc. (“Website Administrator”) to provide certain services to the Issuer pursuant to the Terms of Use located at www.flashfunders.com (as amended or supplemented from time to time, the “Terms of Use”). All capitalized te |
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| May 28, 2021 |
EX1A-6 MAT CTRCT 6 ex6-42.htm Exhibit 6.42 |
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| May 28, 2021 |
CLUBHOUSE MEDIA GROUP, INC. PLACEMENT AGENCY AGREEMENT Exhibit 1.1 CLUBHOUSE MEDIA GROUP, INC. PLACEMENT AGENCY AGREEMENT , 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Ladies and Gentlemen: Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), is qualifying for public sale up to $30,000,000 (the “Maximum Offering Amount”) shares (the “Shares”) of its common stock, $0.001 par value per share, for a purchase price of |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-140645 Clubhou |
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| May 5, 2021 |
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): April 29, 2021 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 organiz |
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| May 5, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
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| May 5, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of April 29, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2. |
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| April 27, 2021 |
EX1A-9 ACCT LTR 6 ex9-1.htm Exhibit 9.1 ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of April , 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the “Company”), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, BOUSTEAD |
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| April 27, 2021 |
As filed with the Securities and Exchange Commission on April 27, 2021 File No. 024-11447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A (Amendment No. 2) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Clubhouse Media Group, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organizati |
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| April 27, 2021 |
EX1A-11 CONSENT 7 ex11-1.htm Exhibit 11.1 802 N Washington St Spokane, WA 99201 CONSENT OF Independent Registered Public Accounting Firm We consent to the inclusion in the Offering Statement on Form 1-A/A (Amendment No. 2) of our report dated March 15, 2021, on the consolidated balance sheet of Clubhouse Media Group, Inc. as of December 31, 2020, and the related consolidated statements of operatio |
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| April 27, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 27, 2021 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 organiz |
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| April 27, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Top Executive at PBS, BBC America, Viacom Productions, and NBC Entertainment Joins Clubhouse Media Advisory Board LOS ANGELES, April 27, 2021 (GLOBE NEWSWIRE) — via InvestorWire – Clubhouse Media Group, Inc. (OTCMKTS:CMGR) (“Clubhouse Media” or the “Company”), an influencer-based marketing and media firm with a vast aggregate global social media reach, is excited |
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| April 27, 2021 |
EX1A-3 HLDRS RTS 4 ex3-1.htm Exhibit 3.1 Form of Warrant Form of Underwriter’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCH |
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| April 27, 2021 |
Exhibit 1.1 CLUBHOUSE MEDIA GROUP, INC. PLACEMENT AGENCY AGREEMENT , 2021 Boustead Securities, LLC 6 Venture, Suite 395 Irvine, CA 92618 Ladies and Gentlemen: Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), is qualifying for public sale up to $30,000,000 (the “Maximum Offering Amount”) shares (the “Shares”) of its common stock, $0.001 par value per share, for a purchase price of |
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| April 27, 2021 |
EX1A-4 SUBS AGMT 5 ex4-1.htm Exhibit 4.1 Subscription Agreement of Clubhouse Media Group, Inc. Common Stock This subscription (this “Subscription”) is dated , 2021, by and between the investor identified on the signature page hereto (the “Investor”) and Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), whereby the parties agree as follows: 1. Subscription Investor agrees to buy an |
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| April 27, 2021 |
ADD EXHB 8 ex12-1.htm Exhibit 12.1 ANTHONY L.G., PLLC laura aNTHONy, esq. GEOFFREY ASHBURNE, ESQ.* JOHN CACOMANOLIS, ESQ.** CHAD FRIEND, ESQ., LLM SVETLANA ROVENSKAYA, ESQ.*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ./CIPP/US**** CRAIG D. LINDER, ESQ.***** PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. DIRECT E-MAIL: LA |
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| April 27, 2021 |
ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA STUART REED, ESQ MARC S. WOOLF, ESQ DIRECT E-MAIL: [email protected] *licensed in CA **lic |
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| April 15, 2021 |
EX-10.4 5 ex10-4.htm Exhibit 10.4 Executive Employment Agreement Dated as of April 9, 2021 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Harris Tulchin (the “Executive”). The Company and Executive may collective be referred t |
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| April 15, 2021 |
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): April 9, 2021 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 organiza |
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| April 15, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
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| April 15, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And Eagle Equities LLC Dated as of April 13, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Clo |
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| April 15, 2021 |
EX-10.5 6 ex10-5.htm Exhibit 10.5 Executive Employment Agreement Dated as of April 11, 2021 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Christian Young (the “Executive”). The Company and Executive may collective be referred |
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| April 15, 2021 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 Executive Employment Agreement Dated as of April 9, 2021 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Simon Yu (the “Executive”). The Company and Executive may collective be referred to as t |
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| April 15, 2021 |
Exhibit 10.6 Executive Employment Agreement Dated as of April 11, 2021 This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and Amir Ben-Yohanan (the “Executive”). The Company and Executive may collective be referred to as the “Parties” |
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| April 7, 2021 |
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): April 1, 2021 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 organiza |
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| April 7, 2021 |
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN |
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| April 7, 2021 |
Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of April 1, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2.03 Closing. 3 Section |
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| April 6, 2021 |
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): April 2, 2021 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 organiza |
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| April 6, 2021 |
Exhibit 10.1 CONSULTING AGREEMENT Dated as of April 2, 2021 This Consulting Agreement (?Agreement?) is made and entered into as of the date first set forth above (the ?Effective Date?), by and between (i) Clubhouse Media Group, Inc., a Nevada corporation (the ?Company?) and (ii) Andrew Omori (?Consultant?). Each of the Company and Consultant may be referred to herein individually as a ?Party? and |
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| April 6, 2021 |
EX-99.1 3 ex99-1.htm Exhibit 99.1 Clubhouse Media Bolsters Advisory Board with Addition of Partner at Legendary VC Firm Andreessen Horowitz Andrew Omori is a Partner at Andreessen Horowitz, a Lead Investor in the Clubhouse App LOS ANGELES, CA, April 6, 2021 – Clubhouse Media Group, Inc. (OTCMKTS:CMGR) (“Clubhouse Media” or the “Company”), an influencer-based marketing and media firm with a vast ag |
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| March 26, 2021 |
Exhibit 12.1 ANTHONY L.G., PLLC laura aNTHONy, esq. GEOFFREY ASHBURNE, ESQ.* JOHN CACOMANOLIS, ESQ.** CHAD FRIEND, ESQ., LLM SVETLANA ROVENSKAYA, ESQ.*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ./CIPP/US**** CRAIG D. LINDER, ESQ.***** PETER P. LINDLEY, ESQ., CPA, MBA STUART REED, ESQ. MARC S. WOOLF, ESQ. DIRECT E-MAIL: LANTHONY @ANTHONYPLLC.CO |
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| March 26, 2021 |
ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA STUART REED, ESQ MARC S. WOOLF, ESQ DIRECT E-MAIL: [email protected] *licensed in CA **lic |
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| March 26, 2021 |
Exhibit 6.23 CALL AGREEMENT (Amir Ben-Yohanan ? Harris Tulchin) Dated as of March 12, 2021 This Call Agreement (this ?Agreement?) is dated as of the date first set forth above (the ?Effective Date?), and is entered into by and between (i) Amir Ben-Yohanan (?Mr. Ben-Yohanan?) and (ii) Harris Tulchin (?Mr. Tulchin?). Each of Mr. Ben-Yohanan and Mr. Tulchin may be referred to herein collectively as t |
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| March 26, 2021 |
Exhibit 11.1 802 N Washington St Spokane, WA 99201 CONSENT OF Independent Registered Public Accounting Firm We consent to the inclusion in the Offering Statement on Form 1-A/A (Amendment No. 1) of our report dated March 15, 2021, on the consolidated balance sheet of Clubhouse Media Group, Inc. as of December 31, 2020, and the related consolidated statements of operations, stockholders’ equity, and |
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| March 26, 2021 |
PART II AND III 2 partiiandiii.htm As filed with the Securities and Exchange Commission on March 26, 2021 File No. 024-11447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A (Amendment No. 1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Clubhouse Media Group, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdic |
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| March 26, 2021 |
Exhibit 6.27 |
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| March 26, 2021 |
Securities Purchase Agreement between the Company and GS Capital Partners, LLC dated March 22, 2021. EX-10.1 2 ex10-1.htm Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of March 22, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section 2. |
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| March 26, 2021 |
Convertible Promissory Note issued by the Company to GS Capital Partners, LLC dated March 22, 2021. EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
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| March 26, 2021 |
Exhibit 6.24 CALL AGREEMENT (Christian Young ? Harris Tulchin) Dated as of March 12, 2021 This Call Agreement (this ?Agreement?) is dated as of the date first set forth above (the ?Effective Date?), and is entered into by and between (i) Christian Young (?Mr. Young?) and (ii) Harris Tulchin (?Mr. Tulchin?). Each of Mr. Young and Mr. Tulchin may be referred to herein collectively as the ?Parties? a |
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| March 26, 2021 |
Exhibit 11.2 CONSENT OF Independent Registered Public Accounting Firm We consent to the inclusion in this Offering Statement of Clubhouse Media Group, Inc. on Form 1-A/A (Amendment No. 1) of our report dated April 7, 2020 with respect to our audit of the consolidated financial statements of Tongji Healthcare Group, Inc. (now known as Clubhouse Media Group, Inc.) as of December 31, 2019 and 2018 an |
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| March 26, 2021 |
Exhibit 6.26 |
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| March 26, 2021 |
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 22, 2021 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 organiz |
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| March 26, 2021 |
Exhibit 9.1 ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT This Offering Deposit Account Agency Agreement (this ?Agreement?) dated as of April , 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the ?Company?), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, SUTTER SECURITIES CLEARING, LLC, ser |
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| March 17, 2021 |
Amendment to the Director Agreement between the Company and Harris Tulchin, dated March 12, 2021. EX-10.1 2 ex10-1.htm Exhibit 10.1 AMENDMENT to Director Agreement Dated as of March 12, 2021 This Amendment to Director Agreement (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and among (i) Clubhouse Media Group, Inc., a Nevada corporation (the “Company”) and (ii) Harris Tulchin (“Director”). The Company and Director may be collectively r |
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| March 17, 2021 |
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 12, 2021 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 organiz |
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| March 15, 2021 |
EX-10.22 2 ex10-22.htm Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2021, by and between CLUBHOUSE MEDIA GROUP, INC., a Nevada corporation, with headquarters located at 3651 Lindell Road, D517, Las Vegas, NV 89103 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Welle |
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| March 15, 2021 |
Exhibit 10.23 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from , 20 , to , 20. Commission File Number 333-140645 CLUBHOUSE ME |
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| March 10, 2021 |
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 4, 2021 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 organiza |
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| March 10, 2021 |
Director Agreement between the Company and Christopher Young, effective March 4, 2021. EX-10.2 3 ex10-2.htm Exhibit 10.2 DIRECTOR AGREEMENT This Director Agreement (this “Agreement”), dated and made effective as of March 4, 2021 (the “Effective Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Christian Young, an individual resident of the State of California (“Director”). The Company and Director may be referred to herein indi |
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| March 10, 2021 |
Director Agreement between the Company and Simon Yu, effective March 4, 2021. Exhibit 10.3 DIRECTOR AGREEMENT This Director Agreement (this ?Agreement?), dated and made effective as of March 4, 2021 (the ?Effective Date?), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (?Company?), and Simon Yu, an individual resident of the State of California (?Director?). The Company and Director may be referred to herein individually as a ?Party? or col |
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| March 10, 2021 |
Director Agreement between the Company and Amir Ben-Yohanan, effective March 4, 2021. EX-10.1 2 ex10-1.htm Exhibit 10.1 DIRECTOR AGREEMENT This Director Agreement (this “Agreement”), dated and made effective as of March 4, 2021 (the “Effective Date”), is entered into by and between Clubhouse Media Group, Inc., a Nevada Corporation (“Company”), and Amir Ben-Yohanan, an individual resident of the State of California (“Director”). The Company and Director may be referred to herein ind |
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| March 3, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 3, 2021 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 organiza |
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| March 3, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Clubhouse Media Announces Fully Executed LOI to Acquire Top Global Meme Account, Picking Up 7-figure Net Income and a Billion Monthly Impressions LOS ANGELES, CA, March 3, 2021 – Clubhouse Media Group, Inc. (OTCMKTS:CMGR) (“Clubhouse Media” or the “Company”), an influencer-based marketing and media firm with a vast aggregate global social media reach, is excited t |
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| February 25, 2021 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 Securities Purchase Agreement By and Among Clubhouse Media Group, Inc. And GS Capital Partners, LLC Dated as of February 19, 2021 TABLE OF CONTENTS Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. PURCHASE AND SALE; AGREEMENTS 3 Section 2.01 Purchase and Sale. 3 Section 2.02 Deliverables at Closing. 3 Section |
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| February 25, 2021 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIE |
