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): September 29, 2020

 

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 [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”), and (ii) an increase in the Company’s authorized shares of common stock from 20,000,000 to 36,000,000 shares of common stock. The increase in authorized shares became effective on August 17, 2020. 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, implementing the Reverse Split in a ratio of 1-for-6, effective October 13, 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 Company expects that the Reverse Split in a ratio of 1-for-6 will be effective on or about October 13, 2020. 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.

 

Exhibit No.   Description
3.1   Amended and Restated Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, as amended, filed with Delaware Secretary of State on September 29, 2020.

 

 
 

 

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: October 5, 2020 By: /s/ Jed Kaplan
    Jed Kaplan
    Chief Executive Officer and interim Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

 

STATE OF DELAWARE

 

AMENDED AND RESTATED

CERTIFICATE OF AMENDMENT TO

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,

AS AMENDED,

OF

SIMPLICITY ESPORTS AND GAMING COMPANY

 

Under Section 242 of the Delaware General Corporation Law

 

Simplicity Esports and Gaming Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

 

FIRST: The name of the Corporation is Simplicity Esports and Gaming Company. The Corporation was originally incorporated under the name “I-AM Capital Acquisition Company”. The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on April 17, 2017 (the “Original Certificate”). An amended and restated certificate of incorporation which restated and amended the provisions of the Original Certificate was filed with the Secretary of State of the State of Delaware on May 31, 2017 (the “Amended and Restated Certificate”). A second amended and restated certificate of incorporation which restated and amended the provisions of the Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on August 16, 2017 (the “Second Amended and Restated Certificate”). A third amended and restated certificate of incorporation which restated and amended the provisions of the Second Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on November 20, 2018 (the “Third Amended and Restated Certificate”). A certificate of amendment which amended the provisions of the Third Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on January 2, 2019. A certificate of amendment which amended the provisions of the Third Amended and Restated Certificate, as amended, was filed with the Secretary of State of the State of Delaware on August 17, 2020. A certificate of amendment (the “September 2020 Amendment”) which amended the provisions of the Third Amended and Restated Certificate, as amended, was filed with the Secretary of State of the State of Delaware on September 18, 2020.

 

SECOND: On September 18, 2020, the Corporation filed the September 2020 Amendment.

 

THIRD: The September 2020 Amendment is hereby amended and restated in its entirety to provide as set forth in this amended and restated certificate of amendment to the Third Amended and Restated Certificate, as amended (this “Certificate of Amendment”).

 

FOURTH: The Third Amended and Restated Certificate, as amended, is hereby amended as follows:

 

Section 4.1 Authorized Capital Stock Classes and Number of Shares. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 37,000,000 shares, consisting of (a) 36,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Upon the Effective Time (as defined below) of this Certificate of Amendment, each one (1) share of the Corporation’s Common Stock issued and outstanding immediately prior to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into one-sixth (1/6) of a validly issued, fully-paid and non-assessable share of Common Stock, without increasing or decreasing the par value thereof, provided that no fractional shares shall be issued in respect of any shares of Common Stock held by any holder in any one account which account has fewer than six (6) shares of Common Stock immediately prior to the Effective Time, and that, instead of issuing such fractional shares, any fractional shares shall be rounded up to the next higher whole share.

 

FIFTH: The remaining provisions of the Third Amended and Restated Certificate, as amended, not affected by the aforementioned amendments shall remain in full force and not be affected by this Certificate of Amendment.

 

SIXTH: The amendment of the Third Amended and Restated Certificate, as amended, effected by this Certificate of Amendment was duly authorized by the stockholders of the Corporation on June 23, 2020, after first having been declared advisable by the Board of Directors of the Corporation on April 22, 2020, all in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

SEVENTH: This Certificate of Amendment will become effective on October 13, 2020 (the “Effective Time”).

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officer this 28th day of September, 2020.

 

  By: /s/ Jed Kaplan
  Name:  Jed Kaplan
  Title: Chief Executive Officer and interim Chief Financial Officer