Amended Current Report Filing (8-k/a)
March 18 2019 - 6:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 30, 2018
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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1345 Avenue of
the Americas, 15
th
Floor
New York, New York 10105
(Address of Principal Executive Offices)
(212)
878-3684
Registrant’s
telephone number, including area code
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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☐
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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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.
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Explanatory
Note
As previously
disclosed in the Current Report on Form 8-K filed on January 7, 2019 (the “Initial 8-K”), Simplicity Esports and Gaming
Company (the “Company”), acquired 100% of the membership interests of Simplicity Esports, LLC, a Florida limited
liability company (“SES”), pursuant to that certain Membership Interest Purchase Agreement, dated December 30, 2018.
The Initial 8-K
is amended by this Current Report on Form 8-K/A to present certain financial statements of SES and to present certain unaudited
pro forma financial information in connection with the acquisition of the membership interests in the SES’s financial statements
and the unaudited pro forma information of the Company are filed as exhibits hereto.
Item 9.01 Financial Statements
and Exhibits.
(a) Financial Statements of Businesses
Acquired
The audited balance
sheets of SES as of December 31, 2018 and December 31, 2017 and the related statements of operations, statement of members’
equity and statement of cash flows for the year ended December 31, 2018 and for the period from September 25, 2017 through December
31, 2017, the notes to the financial statements and the report of the independent registered public accountant firm are filed
as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(b)
Pro
Forma Financial Information
The unaudited
pro forma combined balance sheet as of May 31, 2018 and unaudited pro forma combined statements of operations of the Company for
the year ended May 31, 2018 and for the six months ended November 30, 2018, giving effect to the acquisition of SES.
(c)
Exhibits
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Exhibit No.
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99.1
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The audited balance sheets of SES as of December 31, 2018 and December 31, 2017 and the related statements of operations, statements of members’ equity and statements of cash flows for the year ended December 31, 2018 and for the period from September 25, 2017 (inception) through December 31, 2017, the notes to the financial statements and the report of the independent registered public accountant firm.*
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99.2
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The unaudited pro forma combined balance sheet as of May 31, 2018 and unaudited pro forma combined statements of operations of the Company for the year ended May 31, 2018 and for the six months ended November 30, 2018, giving effect to the acquisition of SES. *
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*
filed herewith
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: March 15, 2019
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By:
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/s/ Jed Kaplan
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Chief Executive Officer
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