Current Report Filing (8-k)
25 5월 2022 - 10:30PM
Edgar (US Regulatory)
0001708410
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0001708410
2022-05-25
2022-05-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 25, 2022
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 ☒
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
7.01. Regulation FD Disclosure.
On
May 25, 2022, Simplicity Esports and Gaming Company (the “Company”) issued a press release announcing that it expects to
report record revenue, and year-over-year revenue growth in excess of 100%, for the fiscal year ending May 31, 2022. A copy of this press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part
of this Current Report on Form 8-K.
The
information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Forward-Looking
Statements
The
press release attached hereto as Exhibit 99.1 contains statements that constitute “forward-looking statements.” Forward-looking
statements are subject to numerous conditions, many of which are beyond the Company’s control, including those set forth in the
Risk Factors section of Simplicity Esports’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”)
on August 30, 2021 and our subsequent SEC filings, as amended or updated from time to time. Actual results and outcomes could differ
materially for a variety of reasons, including those factors discussed in our SEC filings. Copies of the Company’s filings with
the SEC are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
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.
| |
SIMPLICITY
ESPORTS AND GAMING COMPANY |
| |
|
|
| Date:
May 25, 2022 |
By:
|
/s/
Roman Franklin |
| |
|
Roman
Franklin |
| |
|
Chief
Executive Officer |
Simplicity Esports and G... (CE) (USOTC:WINR)
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