Securities Registration: Employee Benefit Plan (s-8)
21 Julho 2022 - 5:07PM
Edgar (US Regulatory)
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 organization) |
|
(I.R.S.
Employer
Identification
Number) |
Clubhouse
Media Group, Inc.
3651
Lindell Road, D517
Las
Vegas, NV 89103
(Address
of principal executive offices, including zip code)
2023
Equity Incentive Plan
(Full
title of the plan)
Amir
Ben-Yohanan
Chief
Executive Officer
Clubhouse
Media Group, Inc.
3651
Lindell Road, D517
Las
Vegas, NV 89103
(702)
479-3016
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Laura
Anthony, Esq.
Anthony
L.G., PLLC
625
N. Flagler Drive, Suite 600
West
Palm Beach, FL 33401
(561)
514-0936
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions
of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form
S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit
plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
Clubhouse
Media Group, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the “Commission”):
| |
1. |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 29,
2022; and |
| |
|
|
| |
2. |
All
other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) since March 29, 2022 (other than the portions of these documents not deemed to be filed); and |
| |
|
|
| |
3. |
The
description of the Registrant’s securities contained in the Registrant’s Registration Statement on Form S-1 (File No.
333-265091), initially filed with the SEC on May 20, 2022 and declared effective on June 1, 2022, including any amendments or reports
filed for the purpose of updating such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference
into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Our
articles of incorporation, as amended, provide for the indemnification of our officers and directors to the fullest extent permitted
by the laws of the State of Nevada and may, if and to the extent authorized by our board of directors, so indemnify our officers and
any other person whom we have the power to indemnify against liability, reasonable expense or other matter. This indemnification policy
could result in substantial expenditure by us, which we may be unable to recoup.
Our
articles of incorporation, as amended, provide that none of our directors or officers shall be personally liable to us or our shareholders
for monetary damages for a breach of fiduciary duty as a director or officer provided, however, that the foregoing provisions shall not
eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or knowing
violation of law, or the unlawful payment of dividends. Limitations on liability provided for in our articles of incorporation, as amended,
do not restrict the availability of non-monetary remedies and do not affect a director’s responsibility under any other law, such
as the federal securities laws or state or federal environmental laws.
We
believe that these provisions will assist us in attracting and retaining qualified individuals to serve as executive officers and directors.
The inclusion of these provisions in our articles of incorporation, as amended, may have the effect of reducing a likelihood of derivative
litigation against our directors and may discourage or deter shareholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might otherwise have benefited us or our shareholders.
Insofar
as indemnification by us for liabilities arising under the Exchange Act may be permitted to our directors, officers and controlling persons
pursuant to provisions of the articles of incorporation, as amended, and amended and restated bylaws, or otherwise, we have been advised
that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim
for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding
is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of
such issue.
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which
indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim
for such indemnification.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
*
Filed herewith
Item
9. Undertakings.
| A. |
The
undersigned Registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
| B. |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| C. |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 21, 2022.
| |
CLUBHOUSE
MEDIA GROUP, INC. |
| |
|
| |
By: |
/s/
Amir Ben-Yohanan |
| |
|
Amir
Ben-Yohanan |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir Ben-Yohanan as his or her
true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in their name, place and stead, in any
and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments thereto (including post-effective amendments),
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Amir Ben-Yohanan |
|
Chief
Executive Officer and Chairman of the Board (principal executive officer) |
|
July
21, 2022 |
| Amir
Ben-Yohanan |
|
|
|
|
| |
|
|
|
|
| /s/
Scott Hoey |
|
Chief
Financial Officer (principal financial officer and principal accounting officer) |
|
July
21, 2022 |
| Scott
Hoey |
|
|
|
|
| |
|
|
|
|
| /s/
Massimiliano Musina |
|
Director |
|
July
21, 2022 |
| Massimiliano
Musina |
|
|
|
|
| |
|
|
|
|
| /s/
Harris Tulchin |
|
Director |
|
July
21, 2022 |
| Harris
Tulchin |
|
|
|
|
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