Current Report Filing (8-k)
November 18 2020 - 4:06PM
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): November 17, 2020
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 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:
[ ]
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, Simplicity Esports and Gaming Company (the “Company”) has applied to list its common stock and
warrants on the Nasdaq Capital Market. In order to obtain Nasdaq Capital Market listing approval, the Company obtained approval
of its Board of Directors and stockholders of (i) a reverse stock split of the outstanding shares of the Company’s common
stock in the range from 1-for-2 to 1-for-10, which ratio was to be selected by the Company’s Board of Directors, with any
fractional shares being rounded up to the next higher whole shares (the “Reverse Split”). In addition, as previously
disclosed, on September 28, 2020, the Company’s Board of Directors approved the Reverse Split in a ratio of 1-for-6 and
on September 29, 2020, the Company filed an amended and restated certificate of amendment to the Company’s Third Amended
and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), implementing the Reverse
Split in a ratio of 1-for-6, effective October 13, 2020. Furthermore, as previously disclosed, on October 12, 2020, the Company
filed a certificate of amendment to the Certificate of Incorporation changing the effective date of the Reverse Split, in a ratio
of 1-for-6, to November 4, 2020. On November 2, 2020, the Company filed a certificate of amendment to the Certificate of Incorporation
changing the effective date of the Reverse Split, in a ratio of 1-for-6, to November 18, 2020.
On
November 17, 2020, the Company filed a certificate of amendment to the Certificate of Incorporation changing the Reverse Split
ratio to 1-for-8, effective November 19, 2020. The Company expects that the Reverse Split in a ratio of 1-for-8 will be
effective on or about November 19, 2020; provided, however, that in no event will the Reverse Split become effective
until it has been processed by the Financial Industry Regulatory Authority (FINRA). The Reverse Split is intended to allow the
Company to meet the minimum share price requirement of the Nasdaq Capital Market. There is no assurance that the Company’s
listing application will be approved by the Nasdaq Capital Market.
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:
November 18, 2020
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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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