Current Report Filing (8-k)
June 17 2022 - 5:17PM
Edgar (US Regulatory)
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0001389518
2022-06-13
2022-06-13
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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): 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 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Clubhouse
Media Group, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of the State of Nevada on June 13, 2022 for the purpose of amending the
Articles of Incorporation of the Company (the “Articles”) to reduce the par value of the common stock of the Company, par
value $0.001 per share, from $0.001 to $0.000001 (the “Par Value Reduction”) as set forth in the Certificate of Amendment
in the form attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
The
Certificate of Amendment was approved by the Company’s Board of Directors on June 10, 2022 by Unanimous Written Consent, as well
as the Company’s shareholders on June 10, 2022 by Written Consent of the shareholders representing 65.48% of the Common Stock voting
power, as well as the single Series X Preferred Stock.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 17, 2022 |
CLUBHOUSE
MEDIA GROUP, INC. |
| |
|
|
| |
By: |
/s/
Amir Ben-Yohanan |
| |
|
Amir
Ben-Yohanan |
| |
|
Chief
Executive Officer |
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