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Form 8-K Clubhouse Media Group, For: Aug 09

August 9, 2022 8:46 AM EDT

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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 organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3651 Lindell Road, D517

Las Vegas, Nevada 89103

(Address of principal executive offices) (Zip code)

 

(702) 479-3016

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On August 9, 2022, Clubhouse Media Group, Inc. (the “Company”) issued a press release announcing the formation of The Reiman Agency LLC (the “JV”), a joint venture between the Company and Alden Reiman, founder and Chief Executive Officer of The Reiman Agency. The Company holds a 51% interest in the JV, and Mr. Reiman has been appointed President of the JV. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit    
Number   Description
     
99.1   Press release of the registrant issued on August 9, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 9, 2022 CLUBHOUSE MEDIA GROUP, INC.
     
  By: /s/ Amir Ben-Yohanan
    Amir Ben-Yohanan
    Chief Executive Officer

 

 

 

 

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, founder and Chief Executive Officer of The Reiman Agency. CMGR will hold a 51% stake in the JV, and Mr. Reiman has been appointed President of the JV. We expect that Mr. Reiman’s experience and expertise will assist in accelerating the JV’s growth. In the past year alone, The Reiman Agency has brokered deals for CMGR with some of the largest brands and talent in the world, including Walmart, Target Corporation, Playboy, Mike Tyson, Mandy Moore, and Rob Gronkowski.

 

“We have forged a tremendous relationship with CMGR over the last year,” said Mr. Reiman, President of The Reiman Agency. “Together, we have come to an agreement which will accelerate our shared vision in building a preeminent media agency at scale.”

 

Mr. Reiman was represented by attorneys Jason Ziven and Stephanie Jones Noijima of Sanders Roberts LLP.

 

“As a Board member and shareholder, I have gotten to know and greatly appreciate Alden and his team over the past year or so,” said Harris Tulchin, Board Member and Chief Legal Officer for CMGR. “Having helped broker this deal, I am extremely excited about Alden’s depth of relationships and position as a leader in the branding and social media space, as well as the anticipated impact on stockholder value.”

 

“We’ve worked very closely with Alden and his team since partnering up to work on deals a year ago. When the opportunity to solidify and build on the relationship presented itself, we decided it was in the best interest of both the company and its shareholders to make this deal happen,” said Amir Ben-Yohanan, Chief Executive Officer of CMGR.

 

About Clubhouse Media Group, Inc.

 

CMGR offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space.

 

 

 

 

Follow CMGR on Twitter: https://twitter.com/ClubhouseCMGR

 

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements.” Forward-looking statements also may be included in other publicly available documents issued by CMGR and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance.

 

Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.

 

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause CMGR’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations, demand for CMGR’s products and services, the effects of competition and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements contained in this press release.

 

Contact:

Clubhouse Media Group, Inc.

[email protected]

 

 


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