Current Report Filing (8-k)
July 29 2019 - 4:23PM
Edgar (US Regulatory)
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):
July 29, 2019
SIMPLICITY
ESPORTS AND GAMING COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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001-38188
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82-1231127
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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7000
W. Palmetto Park Rd., Suite 210
Boca Raton, FL 33433
(Address of Principal Executive Offices)
(855)
345-9467
Registrant’s
telephone number, including area code
N/A
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(Former
name or former address, if changed since last report)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 [X]
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 7.01.
Regulation FD Disclosure.
On
July 29, 2019, Simplicity Esports and Gaming Company (the “Company”) issued a press release announcing that it has
entered into a definitive agreement to acquire PLAYlive Nation, Inc. (“PLAYlive”) in an all stock transaction. Founded
in 2009 PLAYlive has a network of 44 franchised Gaming Centers across 11 states, serving over 150,000 unique gamers annually.
The PLAYlive Centers offer customers a specialized entertainment gaming experience within a social setting. Customers are provided
the opportunity to play and compete across an array of gaming titles on both consoles and high performance gaming PCs. Additionally,
PLAYlive Gaming Centers serve as community gathering spaces for enthusiasts to play both board and card games such as Magic: The
Gathering, Yu-Gi-Oh, and Pokémon.
A
copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained
in the websites is not a part of this current report on Form 8-K.
The
information included in Item 7.01 of this Current Report on Form 8-K, 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 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.
Item
9.01 Financial Statements and Exhibits.
(c)
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.
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Simplicity
Esports and Gaming Company
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Date:
July 29, 2019
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By:
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/s/
Jed Kaplan
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Jed
Kaplan
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Chief
Executive Officer and interim Chief Financial Officer
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