Current Report Filing (8-k)
July 08 2022 - 4:06PM
Edgar (US Regulatory)
0001708410
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0001708410
2022-06-23
2022-06-23
iso4217:USD
xbrli:shares
iso4217:USD
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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): June 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 23, 2022, Laila Cavalcanti Loss submitted her resignation as a member of the Board of Directors (the “Board”) of Simplicity
Esports and Gaming Company (the “Company”). On June 30, 2022, Frank Leavy submitted his resignation as a member of the Board,
and Beatrice Tarka submitted her resignation as Chairperson of the Board and as a member of the Board. The resignations of Ms. Loss,
Mr. Leavy, and Ms. Tarka were not because of a disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
On
June 28, 2022, Nancy Hennessey submitted her resignation as the Company’s Chief Financial Officer, effective June 30, 2022. Ms.
Hennessey’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
The
Company has commenced a search for Ms. Hennessey’s replacement. Until a replacement Chief Financial Officer is appointed, Roman
Franklin, the Company’s Chief Executive Officer, a member of the Board and a greater than 5% stockholder of the Company, will act
as the Company’s principal financial officer and principal accounting officer.
Mr.
Franklin, age 38, has been a member of the Company’s Board of Directors since August 16, 2017 and the Company’s Chief Executive
Officer since March 29, 2021. From December 31, 2018 until March 31, 2021, Mr. Franklin served as the Company’s President. Mr.
Franklin was Chief Investment Officer of SMC Global USA from March 2016 until December 31, 2016, and prior, President of Franklin Financial
Planning from 2005 to 2016. Mr. Franklin is a 16-year veteran of the financial services industry. By the age of 22, he held FINRA Series
7, Series 66, and Life, Health, and Variable Insurance Licenses. In 2005, he founded a fee-only registered investment advisory firm.
In 2008, he was one of the youngest recipients to ever receive the National Association of Financial Advisors (“NAPFA”) Registered
Financial Advisor (RFA) designation. In 2015, he was elected as a Board Member of the NAPFA, South Region Board of Directors, overseeing
more than a dozen states from Texas, to Florida, to North Carolina. Mr. Franklin has experience in domestic and international investment,
and has been involved in multiple business transactions tied to India. Mr. Franklin holds a Bachelor of Science degree in Management
from Barry University and an M.B.A. in Finance from the Graduate School of Business at Stetson University. His civic organization roles
include School Advisory Council for Volusia County Schools, City of DeLand Economic Development Committee, and the Boys’ and Girls’
Clubs of Central Florida.
The
Company believes Mr. Franklin’s strong expertise in finance and business transactions qualifies him to serve on the Company’s
Board of Directors.
Item
8.01. Other Events.
In
an effort to focus on business operations that are currently profitable, the Company sold its League of Legends franchise asset, and
exited business operations in Brazil. Funding the Brazilian business operations created a monthly cash burn of approximately $45,000.
The Company has sold the franchise asset to Brazilian esports organization Los Grandes for total consideration of 1,920,000 Brazilian
Reais (approximately $362,000) to be paid in five equal quarterly installments.
The
Company also closed 10 of its 17 corporate owned esports gaming center locations. The Company continues to operate seven corporate owned
locations and 12 franchisee owned locations. Management is exploring strategic alternatives, including merger and acquisition opportunities,
and is focused on high margin, lower capital expenditure business strategies in the esports gaming industry, with a goal of being cash
flow positive in the next 12 to 24 months.
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:
July 8, 2022 |
By:
|
/s/
Roman Franklin |
|
|
Roman
Franklin |
|
|
Chief
Executive Officer |
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