SEC Info - Simply, Inc. - ‘8-K’ for 1/21/21

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Simply, Inc. – ‘8-K’ for 1/21/21

On: Tuesday, 1/26/21, at 4:45pm ET · For: 1/21/21 · Accession #: 1564590-21-2354 · File #: 1-32217

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/26/21  Simply, Inc.                      8-K:1,9     1/21/21    2:68K                                    ActiveDisclosure/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         8-K Taylor Capital Note                             HTML     21K 
 2: EX-10.1     Material Contract                                   HTML     26K

‘8-K’ — 8-K Taylor Capital Note

This is an HTML Document rendered as filed. [ Alternative Formats ]

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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): January 26, 2021 (January 21, 2021)

_________________________________________

Simply, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32217

Maryland

33-0599368

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

2001 NW 84^th Avenue

Miami, FL 33122
(Address of principal executive offices, including zip code)

(786) 254-6709
(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:

☐	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

Common Stock, par value $0.001 per share

SIMP

OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01.	Entry into a Material Definitive Agreement.

On January 21, 2021, Simply Mac, Inc., a wholly owned subsidiary of Simply, Inc. (the “Company”), entered into an unsecured promissory note (the “Short-Term Note”) with Taylor Capital LLC (“Taylor Capital”), as the lender. Pursuant to the terms of the Short-Term Note, the Company borrowed $400,000 from Taylor Capital. The Short-Term Note matures, and becomes due and payable in full, on April 21, 2021 together with a one-time fee of $20,000 plus accrued interest at the rate of 18% per annum compounded monthly. In the event of default, in addition to the Loan Fee, interest shall accrue on the unpaid principal amount outstanding under the Short-Term Note at the rate of 36% per annum until it is repaid in full. The Short-Term Note contains other customary terms and conditions for an agreement of its type. Taylor Capital is wholly owned by Kevin Taylor, the chairman of the Company’s Board of Directors. The transaction was approved by both the board of directors and audit committee of the Company, with Mr. Taylor abstaining.

The foregoing description of the Short-Term Note does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Unsecured Promissory Note issued January 21, 2021 by Simply Mac, Inc. in favor of Taylor Capital LLC with a principal face amount of $400,000.

Signature

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.

		Simply, Inc.
Date:	January 26, 2021	By:	/s/ *Vernon A. LoForti*
			Vernon A. LoForti
			Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	4/21/21	None on these Dates
Filed on:	1/26/21
For Period end:	1/21/21
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/21  Simply, Inc.                      10-K        1/30/21   83:12M                                    ActiveDisclosure/FA

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Filing Submission 0001564590-21-002354 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)