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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/21 Simply, Inc. 8-K:1,2,9 3/10/21 2:305K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K 8-K Ppp2 Loan HTML 23K 2: EX-10.1 Material Contract HTML 140K
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): March 16, 2021 (March 10, 2021)
_________________________________________
Simply, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32217
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Maryland |
33-0599368 |
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(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2001 NW 84th 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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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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Common Stock, par value $0.001 per share |
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SIMP |
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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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 10, 2021, Simply, Inc. (the “Company”) (formerly known as Cool Holdings, Inc.) entered into a Promissory Note for $2,000,000 (the “Note”) with City National Bank of Florida (“Lender”) pursuant to the U.S. Small Business Administration Paycheck Protection Program under Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act passed by Congress and signed into law on March 27, 2020. The Note is unsecured, bears interest at 1% per annum, and matures in five years. The principal is payable in equal monthly installments, with interest, beginning on the 10th day of the first month after the deferment period. Subject to compliance with applicable provisions of the CARES Act, the Company may apply to Lender for forgiveness of the principal amount of the Note in an amount equal to the sum of the following costs incurred by the Company no earlier than the 8-week period after the first disbursement of the Note, and no later than the 24-week period after the first disbursement date: (i) payroll, (ii) rent and (iii) utilities. Not more than 40% of the amount forgiven can be attributable to non-payroll costs.
Additionally, certain acts of the Company, including but not limited to: (i) the failure to pay any taxes when due, (ii) becoming the subject of a proceeding under any bankruptcy or insolvency law, (iii) making an assignment for the benefit of creditors, or (iv) reorganizing, merging, consolidating or otherwise changing ownership or business structure without Lender’s prior written consent, are considered events of default which grant Lender the right to seek immediate payment of all amounts owing under the Note.
The foregoing is a summary of certain material terms and conditions of the Note, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Note, attached hereto as Exhibits 10.1, which is incorporated herein by reference.
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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10.1 |
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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.
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Simply, Inc. |
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Date: |
By: |
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Chief Financial Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/17/21 | 3 | ||
| Filed on: | 3/16/21 | |||
| For Period end: | 3/10/21 | |||
| 3/27/20 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/22 Simply, Inc. 10-K 1/29/22 73:9.9M ActiveDisclosure/FA 12/14/21 Simply, Inc. 10-Q 10/30/21 76:8.6M ActiveDisclosure/FA 9/14/21 Simply, Inc. 10-Q 7/31/21 76:7.6M ActiveDisclosure/FA 6/15/21 Simply, Inc. 10-Q 5/01/21 70:5.2M ActiveDisclosure/FA |