Current Report Filing (8-k)
September 02 2022 - 4:08PM
Edgar (US Regulatory)
0001708410
false
--05-31
0001708410
2022-08-23
2022-08-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 23, 2022
SIMPLICITY
ESPORTS AND GAMING COMPANY
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38188 |
|
82-1231127 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
7000
W. Palmetto Park Rd., Suite 505
Boca
Raton, FL 33433
(Address
of Principal Executive Offices)
(855)
345-9467
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:
| ☐ |
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 |
| None |
|
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
3.02. Unregistered Sales of Equity Securities.
On
August 29, 2022, Simplicity Esports and Gaming Company (the “Company”) issued and sold to Roman Franklin, the Company’s
Chief Executive Officer, principal financial officer, principal accounting officer, member of the Company’s Board of Directors,
and greater than 5% stockholder, one share of the Company’s Series X preferred stock (the “Series X Preferred”) for
a purchase price of $1,000.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 23, 2022, the Company filed with the Nevada Secretary of State a certificate of designations (the “Certificate of Designations”)
to designate one share of the Company’s preferred stock as the Series X Preferred. The one share of Series X Preferred has a number
of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company, plus one.
The Series X Preferred does not have any economic or other interest in the Company.
The
share of Series X Preferred may not be transferred after issuance. If any transfer is attempted, the Series X Preferred will be automatically
redeemed by the Company at a redemption price of $1.00.
At
the election of the Series X Preferred holder at any time following the date that the Company has amended its articles of incorporation
to increase the authorized shares of common stock such that there are sufficient authorized but unissued shares of common stock to permit
conversion of the Series X Preferred as set forth in the Certificate of Designations, the Series X Preferred is convertible into 500,000,001
shares of the Company’s common stock.
The
description of the terms of the Series X Preferred and the Certificate of Designations is qualified in its entirety by the Certificate
of Designations filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statement 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 hereunto duly authorized.
| |
SIMPLICITY
ESPORTS AND GAMING COMPANY |
| |
|
|
| Date:
September 2, 2022 |
By:
|
/s/
Roman Franklin |
| |
|
Roman
Franklin |
| |
|
Chief
Executive Officer |
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Simplicity Esports and G... (CE) (USOTC:WINR)
Historical Stock Chart
From Apr 2023 to Apr 2024
