UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): ~~March~~June 813, 2023

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.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identiﬁcation No.)

7000 W. Palmetto Park Rd., Suite 505

7000 W. Palmetto Park Road, Suite 505

Boca Raton, FL

33433

(Address of principal executive offices)

(Zip Code)

~~Boca~~Registrant’s ~~Raton~~telephone number, FLincluding ~~33433~~area code (855) 345-9467

(~~Address~~Former ofname ~~Principal~~or ~~Executive~~former ~~Offices~~address, if changed since last report.)

~~(855)~~Check ~~345~~the appropriate box below if the Form 8-~~9467~~K ﬁling is intended to simultaneously satisfy the ﬁling obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 N/A

Indicate by check mark whether the registrant is an emerging growth company as ~~defined~~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~~ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~March~~1800 ~~2023~~Diagonal ~~Ionic~~Lending, ~~SPA~~LLC &Securities ~~12%~~Purchase Agreement and Convertible Note

On ~~March~~June 813, 2023, Simplicity Esports and Gaming Company (the “Company,”) “Simplicity,” “we,” or “our”), entered into a ~~securities~~Securities ~~purchase~~Purchase ~~agreement~~Agreement (the “~~March 2023 Ionic~~ SPA”), ~~dated~~with as1800 ofDiagonal ~~March 8~~Lending, ~~2023~~LLC, ~~with~~a ~~Ionic~~Virginia ~~Ventures,~~limited ~~LLC~~liability company (the “~~Ionic~~Lender”), and issued a Convertible Promissory Note (the “Note”) pursuant to ~~which~~ the SPA. The Company ~~issued~~will use athe ~~12%~~proceeds ~~convertible~~from ~~promissory~~the ~~note~~Note tofor ~~Ionic~~general ~~(the~~working ~~“March~~capital ~~2023~~purposes. ~~Ionic~~The ~~Note”)~~Company ~~with~~provided atypical ~~maturity~~representations ~~date~~and ofagreed ~~July~~to 8,standard covenants ~~2023,~~pursuant into the ~~principal sum~~SPA. ofThe ~~$16,500~~SPA does not include any financial covenants.

~~Pursuant~~The toprincipal ~~the~~amount ~~terms~~ of the ~~March~~Note ~~2023~~is ~~Ionic~~for ~~Note~~$64,250. ~~the~~The ~~Company~~Note ~~agreed~~bears tointerest ~~pay~~at toten ~~Ionic~~percent ~~$16,500~~per annum and tobecomes ~~pay~~due ~~interest~~ on ~~the~~June ~~principal~~13, ~~balance~~2024 at (the ~~rate of 12% per annum~~“Maturity Date. The ~~March 2023 Ionic~~ Note ~~carries~~may annot ~~original~~be ~~issue~~prepaid ~~discount~~before ~~of $1~~maturity,~~500.~~ ~~Accordingly,~~and ~~Ionic~~bears ~~paid~~a ~~the~~default ~~purchase price~~interest rate of ~~$15,000~~twenty-two percent in ~~exchange for~~ the ~~March~~event ~~2023~~of ~~Ionic~~default ~~Note.~~on behalf ~~The~~of the Company, ~~intends~~or tountil ~~use~~ the ~~proceeds~~principal ~~for~~and ~~working~~interest ~~capital.~~are ~~Ionic~~paid, ~~may~~after ~~convert~~ the ~~March~~Maturity ~~2023~~Date. ~~Ionic~~According ~~Note into the Company’s common stock (subject~~ to the ~~beneficial~~terms ~~ownership limitations~~ of ~~4.99% in~~ the ~~March 2023 Ionic~~ Note~~; provided however~~, ~~that~~ the Lender ~~limitation on conversion~~ may beconvert, ~~waived~~at ~~(up~~any totime ~~9.99%)~~while ~~by Ionic upon, at~~ the ~~election~~note ofis ~~Ionic~~outstanding, ~~not~~ ~~less~~any ~~than~~part 61of ~~days’ prior notice to~~ the ~~Company)~~outstanding atand ~~any~~unpaid ~~time~~balance atof athe ~~conversion price equal to $0.0175 per share~~note, asinto ~~the same may~~Common beStock ~~adjusted~~of ~~as provided in~~ the ~~March 2023 Ionic Note~~company.

The ~~Company~~foregoing ~~may~~description ~~prepay~~of the ~~March~~SPA ~~2023~~and ~~Ionic~~the Note indo ~~accordance~~not ~~with~~purport ~~the~~to ~~terms~~be ofcomplete ~~the~~and ~~March~~are ~~2023~~qualified ~~Ionic~~in ~~Note,~~their ~~with~~entirety ~~the~~by ~~understanding~~reference ~~that~~to ~~$660 of interest under~~ the ~~March 2023 Ionic Note is guaranteed and earned in~~ full text as of ~~March~~the 8,SPA ~~2023.~~and ~~The~~the ~~March 2023 Ionic~~ Note, ~~contains customary~~a ~~events~~copy of ~~default~~which ~~relating~~are ~~to,~~filed ~~among~~herewith ~~other~~as ~~things,~~Exhibit ~~payment~~10.1 ~~defaults, breach of representations~~ and ~~warranties~~10.2, ~~and~~to ~~breach~~this ~~of provisions~~Current ofReport ~~the~~on ~~March~~Form ~~2023~~8-K ~~Ionic~~and ~~SPA~~are incorporated orherein ~~the~~by ~~March 2023 Ionic Note~~reference.

~~Upon~~Item ~~the~~1.02 ~~occurrence~~Termination of ~~any~~a ~~Event~~Material ofDefinitive Default (as defined in the March 2023 Ionic Note), which has not been cured within the time prescribed in the respective March 2023 Ionic Note, the March Ionic 2023 Note shall become immediately due and payable and the Company shall pay to the holder thereof, in full satisfaction of its obligations thereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125%Agreement.

~~The~~Termination ~~March 2023 Ionic SPA contains certain scrivener’s errors referencing a warrant although the parties to the March 2023 Ionic SPA did not contemplate the issuance~~ of ~~a warrant in this transaction. The Company is in~~ the ~~process~~Diverted ofRiver ~~preparing~~Technology, anLLC ~~amendment~~Exchange ~~to the March 2023 Ionic SPA to remove the inadvertent references to a warrant.~~Agreement

~~March~~On June 23, 2023, ~~FirstFire~~the ~~SPA~~Company &received ~~12%~~notice, ~~Convertible~~that ~~Note~~effective immediately, the exchange agreement (the “Exchange Agreement”), dated as of September 28, 2022, by and among the Company, Diverted River Technology, LLC (“Diverted River”), the member(s) of Diverted River from time to time (the “Members”) and Zachary Johnson, as the Members’ representative shall be effectively terminated by the Members of Diverted River for the Company’s failure to timely raise four million dollars in capital from investors, as required under the terms of the Exchange Agreement.

OnPursuant ~~March~~to 8,the ~~2023,~~terms of the ~~Company~~Exchange ~~entered~~Agreement, ~~into~~had athe ~~securities~~Company agreed ~~purchase~~to ~~agreement~~acquire (from the ~~“March~~Members ~~2023~~100% ~~FirstFire~~of ~~SPA”),~~the ~~dated~~membership asinterests of ~~March 8,~~Diverted ~~2023,~~River ~~with~~held ~~FirstFire~~by ~~Global~~the ~~Opportunities~~Members ~~Fund~~as ~~LLC~~of the closing (the “~~FirstFire~~Closing”), in ~~pursuant~~exchange for the issuance by the Company to ~~which~~the Members of shares of the Company’s ~~issued~~common astock 12equal to 80% ~~convertible~~of the issued and ~~promissory~~outstanding ~~note~~shares toof ~~FirstFire~~the (Company’s common stock as of the ~~“March~~Closing. ~~2023~~Following ~~FirstFire~~the ~~Note”)~~Closing, ~~with~~Diverted River was to become a ~~maturity~~wholly owned ~~date~~subsidiary of ~~July~~the 8Company and for the Company to change its name to Diverted River Technology, ~~2023~~Inc., inand ~~the~~its ~~principal~~business ~~sum~~to become ofan ~~$16~~ETO focused on a sustainable,~~500~~ high margin, recurring revenue business model requiring limited capital expenditures.

~~Pursuant~~Item to2.03 ~~the~~Creation ~~terms~~ of ~~the~~a ~~March~~Direct ~~2023~~Financial ~~FirstFire~~Obligation ~~Note,~~or ~~the~~an ~~Company~~Obligation ~~agreed~~under ~~to pay to FirstFire $16,500 and to pay interest on the principal balance at the rate of 12% per annum. The March 2023 FirstFire Note carries~~ an ~~original~~Off-Balance ~~issue~~Sheet ~~discount~~Arrangement of $1,500. Accordingly, FirstFire paid the purchase price of $15,000 in exchange for the March 2023 FirstFire Note. The Company intends to use the proceeds for working capital. FirstFire may convert the March 2023 FirstFire Note into the Company’s common stock (subject to the beneficial ownership limitations of 4.99% in the March 2023 FirstFire Note; provided however, that the limitation on conversion may be waived (up to 9.99%) by FirstFire upon, at the election of FirstFire, not less than 61 days’ prior notice to the Company) at any time at a ~~conversion price equal to $0~~Registrant.~~0175 per share, as the same may be adjusted as provided in the March 2023 FirstFire Note.~~

The ~~Company~~disclosure ~~may~~included ~~prepay the March 2023 FirstFire Note in accordance with the terms of the March 2023 FirstFire Note, with the understanding that $660 of interest~~ under ~~the~~Item ~~March~~1.01 ~~2023~~above ~~FirstFire Note~~ is ~~guaranteed~~incorporated ~~and~~by ~~earned~~reference ~~in full as of March 8, 2023. The March 2023 FirstFire Note contains customary events of default relating~~ to, ~~among~~this ~~other~~Item ~~things, payment defaults, breach of representations and warranties, and breach of provisions of the March 2023 FirstFire SPA or the March 2023 FirstFire Note~~2.03.

~~Upon~~Item ~~the~~3.02 ~~occurrence~~Unregistered ofSales ~~any Event~~ of ~~Default~~Equity (as defined in the March 2023 FirstFire Note), which has not been cured within the time prescribed in the respective March 2023 FirstFire Note, the March FirstFire 2023 Note shall become immediately due and payable and the Company shall pay to the holder thereof, in full satisfaction of its obligations thereunder, an amount equal to the principal amount then outstanding plus accrued interest multiplied by 125%Securities.

The ~~March~~disclosure ~~2023~~included ~~FirstFire~~under ~~SPA~~Item ~~contains~~1.01 ~~certain~~above ~~scrivener’s~~is ~~errors~~incorporated ~~referencing~~by areference ~~warrant although the parties~~ to ~~the March 2023 FirstFire SPA did not contemplate the issuance of a warrant in~~ this ~~transaction~~Item 3.02. The ~~Company~~issuances isof in the ~~process~~note ofto ~~preparing~~1800 anDiagonal Lending ~~amendment~~is toexempt ~~the March~~from ~~2023~~registration ~~FirstFire~~under ~~SPA~~Section to4(a)(2) ~~remove~~of the ~~inadvertent~~Securities ~~references~~Act toof ~~a warrant~~1933.

The description of the March 2023 Ionic SPA, the March 2023 Ionic Note, the March 2023 FirstFire SPA, and the March 2023 FirstFire Note does not purport to be complete and is qualified in its entirety by reference to the March 2023 Ionic SPA, the March 2023 Ionic Note, the March 2023 FirstFire SPA, and the March 2023 FirstFire Note, copies of which are filed as Exhibits 10.1, 10.2~~, 10.3 and 10.4 hereto and are incorporated herein by reference.~~

Item 25.0302. ~~Creation~~Departure of aDirectors ~~Direct~~or ~~Financial~~Certain ~~Obligation~~Officers; orElection anof ~~Obligation~~Directors; ~~under~~Appointment anof ~~Off-Balance~~Certain ~~Sheet~~Officers; ~~Arrangement~~Compensatory Arrangements of Certain ~~a Registrant~~Officers.

~~The~~Resignation ~~disclosure set forth under Item 1.01~~ of ~~this Current Report on Form 8-K with respect to the March 2023 Ionic Note and the March 2023 FirstFire Note and is incorporated herein by reference~~Directors.

~~Item~~On 9June 26, 2023, Mr.01 Edward L. ~~Financial~~Jaroski notified ~~Statements~~the ~~and~~board ~~Exhibits~~of directors (the “Board”) that he has resigned from the Board effective June 26, 2023. Mr. Jaroski’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

Further, on the same day, Mr. William H. Herrmann, Jr. notified the board of directors (the “Board”) that he has resigned from the Board effective June 26, 2023. Mr. Herrmann, Jr.’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Mr. Edward L. Jasroski and Mr. William H. Herrmann, Jr. with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
Exhibit Number		Description
10.1		Securities Purchase Agreement, ~~dated as of March 8, 2023,~~ by and ~~between~~among the registrant and ~~Ionic~~1800 ~~Ventures~~Diagonal Lending, LLC, dates as of June 13,2023.
10.2		Convertible Promissory Note, ~~dated~~by asand ofamong ~~March~~the 8,registrant ~~2023,~~and ~~issued~~1800 byDiagonal ~~the~~Lending, ~~registrant~~LLC, indates ~~favor~~as of ~~Ionic~~June ~~Ventures~~13, ~~LLC~~2023.
10.3		Securities Purchase Agreement, dated as of March 8, 2023, by and between the registrant and FirstFire Global Opportunities Fund, LLC.
10.4		Convertible Promissory Note, dated as of March 8, 2023, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~thereunto duly authorized.

	SIMPLICITY ESPORTS AND GAMING COMPANY
Date: July 13, 2023	SIMPLICITY ESPORTS AND GAMING COMPANY
Date: April 19, 2023	By:	/s/ Roman Franklin
	By:	/s/ Roman Franklin
		Roman Franklin
		ROMAN FRANKLIN
		Chief Executive Officer

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