Item 8.01 Other Events
As described in Current Report on Form 8-K filed by Clubhouse Media Group, Inc.
(the "Company") on February 8, 2021, on February 2, 2021, the Company and Amir
Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the
total principal amount of $2,400,000 (the "Note").
The Note bears simple interest at a rate of eight percent (8%) per annum, and
the Company may prepay all or any portion of the principal amount and any
accrued and unpaid interest of the Note at any time without penalty.
Additionally, pursuant to the terms of the Note, $1,000,000 of the principal
amount and accrued interest of the Note will automatically be converted into a
number of shares of the Company common stock, of $0.001 per share (the "Common
Stock") equal to (i) $1,000,000 divided by (ii) the initial public offering
price per share of Company common stock in this offering pursuant to Regulation
A (the "Conversion"). The shares of Common Stock issued upon the Conversion will
be restricted shares of Common Stock, and not the shares of Common Stock offered
in the Company's offering under Regulation A.
On July 9, 2021, the Conversion occurred, and Amir Ben-Yohanan was issued
250,000 shares of Common Stock as a result of $1,000,000 in principal and
interest due on the Note converting into shares of Common Stock at $4.00 per
share, which is the initial public offering price per share of the Common Stock
in the Company's offering pursuant to Regulation A.
As of the date of this Current Report on Form 8-K, there is $1,269,864 in
principal and accrued interest outstanding on the Note, which will become
payable by the Company commencing on February 2, 2022 as required to amortize
the Note and the outstanding indebtedness over the following 24 months. The
final maturity date of the Note is February 2, 2024.
The foregoing description of the Note is qualified by reference to the Note
itself, a copy of which is filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K dated February 8, 2021.
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CLUBHOUSE MEDIA GROUP, INC. 
