Item 1.01. Entry into a Material Definitive Agreement.
On April 2, 2021, Clubhouse Media Group, Inc. (the "Company") entered into a
Consulting Agreement (the "Consulting Agreement") by and between the Company and
Andrew Omori. Pursuant to the terms of the Consulting Agreement, Mr. Omori
agreed to (i) provide general corporate advice on strategic matters to the
Company, and (ii) serve as an advisor to the Company's Board of Directors. Among
other things, Mr. Omori will not act as an investment advisor or broker/dealer,
his services are not exclusive, he will not negotiate the sale of the Company's
securities, and Mr. Omori is not required to render any specific number of hours
to the Company. In exchange for Mr. Omori's services, at the end of each
one-month period, the Company will issue to Mr. Omori a number of shares of the
Company's common stock equal to $30,000 divided by the VWAP as of the last day
of such monthly period or the date of earlier termination or expiration of the
Consulting Agreement, as applicable. Of the shares issued for each monthly
period, 66% will be registered shares, issued pursuant to the Tongji Healthcare
Group, Inc. 2020 Equity Incentive Plan, and 33% will be unregistered shares.
The Consulting Agreement will continue for a period of one year from April 2,
2021, unless sooner terminated in accordance with the terms of the Consulting
Agreement. The term of the Consulting Agreement may be renewed upon the mutual
written agreement of the parties via an amendment to the Consulting Agreement.
The Consulting Agreement may be terminated at any time by either party upon
notice to the other party.
The Consulting Agreement includes customary representations and warranties.
The foregoing description of the Consulting Agreement is qualified in its
entirety by reference to the Consulting Agreement filed as Exhibit 10.1 hereto,
and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 6, 2021, the Company issued a press release announcing the addition of
Andrew Omori, partner at renowned venture capital firm Andreessen Horowitz, as a
key member of the Company's Advisory Board. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01, 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 Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Consulting Agreement, dated as of April 2, 2021, by and between
the registrant and Andrew Omori.
99.1 Press release of the registrant date April 6, 2021.
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