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) ~~June~~April 24, 132024 (August 5, ~~2023~~2024)

SIMPLICITY ESPORTS AND GAMING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-38188	82-1231127
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	~~Identiﬁcation~~Identification No.)

7000 W. Palmetto Park Road, Suite 505 Boca Raton, FL		33433
203 S Church Street Jacksboro, TX		76458
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code~~ (855) 345-9467

(Registrant’s telephone number, including area code)

7000 W. Palmetto Part Road, Suite 505

Boca Raton, FL

(Former name or former address, if changed since last report.)

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

☐	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
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 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 15.01 ~~Entry~~Change ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

~~1800~~On ~~Diagonal~~or ~~Lending~~about April 24, ~~LLC~~2024, ~~Securities~~pursuant ~~Purchase~~to the Assignment Agreement by and between James Hiza and Roman Franklin, dated as of April 24, 2024 (the “Assignment Agreement”), Roman Franklin assigned and sold one share of the Series X Convertible ~~Note~~Preferred Stock, par value $0.0001 per share (the “Series X Stock”), of Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), to James Hiza for a purchase price of $1.00. As such, James Hiza acquired control of the Company from Roman Franklin. The Certificate of Designations of Preferences and Rights of Series X Convertible Preferred Stock (the “Certificate of Designation”) states the rights and preferences of the holder of the Series X Stock.

OnPursuant ~~June~~to ~~13,~~the ~~2023~~Certificate of Designation, ~~Simplicity~~the ~~Esports~~one ~~and~~share ~~Gaming~~of ~~Company~~Series ~~(the~~X ~~“Company,”~~Stock ~~“Simplicity,”~~has ~~“we,”~~a ornumber ~~“our”), entered~~of ~~into~~votes aat ~~Securities~~any ~~Purchase~~time ~~Agreement~~equal (to the ~~“SPA”~~(i) ~~with~~the ~~1800~~total ~~Diagonal~~number of ~~Lending,~~votes ~~LLC,~~then aheld ~~Virginia~~or ~~limited~~entitled ~~liability~~to ~~company (the~~be ~~“Lender”),~~made ~~and~~by ~~issued~~all aother ~~Convertible~~securities ~~Promissory~~of ~~Note (~~the ~~“Note”)~~Company, ~~pursuant~~including, towithout limitation, the ~~SPA.~~common ~~The~~stock, ~~Company~~par value ~~will~~$0.0001 ~~use the~~per ~~proceeds~~share, ~~from~~of the ~~Note~~Company ~~for~~(the ~~general~~“Common ~~working~~Stock”), ~~capital~~debt ~~purposes.~~securities ~~The~~of the Company ~~provided~~or ~~typical~~pursuant ~~representations~~to ~~and~~any ~~agreed~~other ~~to standard~~agreement, ~~covenants~~contract ~~pursuant~~or tounderstanding of the ~~SPA.~~Corporation, ~~The~~plus ~~SPA~~(ii) ~~does~~one ~~not~~(1) ~~include any financial covenants~~vote.

~~The~~As ~~principal~~a ~~amount~~result of the ~~Note is for $64~~assignment,~~250.~~ ~~The Note bears interest at ten percent per annum and becomes due on June 13, 2024 (the “Maturity Date. The Note may not be prepaid before maturity, and bears~~ a ~~default~~change ~~interest rate of twenty-two percent~~ in ~~the~~control ~~event~~ of ~~default on behalf of~~ the Company, orto ~~until the principal and interest are paid, after the Maturity Date~~Mr. ~~According~~Hiza ~~to the terms of the Note, the Lender may convert, at any time while the note is outstanding, any part of the outstanding and unpaid balance of the note, into Common Stock of the company~~occurred.

The ~~foregoing~~information ~~description~~set offorth ~~the~~under ~~SPA~~Items ~~and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and the Note, a copy of which are filed herewith as Exhibit 10~~5.102 ~~and 10.2, to~~ this Current Report on Form 8-K ~~and~~is ~~are~~ incorporated ~~herein~~ by reference into this Item 5.01.

~~Item~~The ~~1.02~~forgoing ~~Termination~~summaries of athe ~~Material~~material ~~Definitive~~terms of the Assignment Agreement and Certificate of Designation are qualified in their entirety by the full text of the agreement and certificate, copies of which are filed herewith as Exhibits 3.1 and 4.1, respectively.

~~Termination~~Item 5.02 Departure of ~~the~~Directors ~~Diverted~~or ~~River~~Certain ~~Technology,~~Officers; ~~LLC~~Election ~~Exchange~~of ~~Agreement~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnElection ~~June 23, 2023, the Company received notice, that 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.Directors

~~Pursuant~~In tolight of the ~~terms~~circumstance that all members of the ~~Exchange~~board ~~Agreement,~~of ~~had~~directors of the Company ~~agreed~~ to(the ~~acquire~~“Board”) ~~from~~have ~~the~~resigned ~~Members~~as ~~100%~~ of May 15, 2024, the ~~membership~~Company’s ~~interests~~stockholders ofelected ~~Diverted~~Scott ~~River~~Cox ~~held~~to byserve as the ~~Members~~sole asClass ofI ~~the~~director ~~closing~~of (the ~~“Closing”), in~~Board ~~exchange~~on ~~for~~May ~~the~~15, ~~issuance~~2024 by(with one ~~the~~Class ~~Company~~II todirector ~~the~~seat ~~Members~~remaining ofvacant ~~shares~~until offilled by the ~~Company’s~~Class ~~common~~I ~~stock~~director ~~equal~~pursuant to ~~80%~~Section 5.2 of ~~the~~Article ~~issued~~V ~~and outstanding shares~~ of the ~~Company’s~~Certificate of ~~common~~Incorporation ~~stock~~ (as ofdefined ~~the Closing~~below)). ~~Following~~Scott ~~the~~Cox ~~Closing,~~will ~~Diverted~~serve ~~River~~on ~~was~~the toBoard ~~become~~until athe ~~wholly owned~~earlier ~~subsidiary~~ of ~~the~~(i) ~~Company and for~~ the ~~Company~~election toof ~~change~~his ~~its~~successor ~~name~~at tothe second ~~Diverted~~annual ~~River~~meeting ~~Technology,~~of ~~Inc.,~~stockholders ~~and~~following ~~its~~the ~~business~~date tohereof ~~become an~~in ~~ETO~~accordance ~~focused~~with onthe aBylaws ~~sustainable,~~(as ~~high~~defined ~~margin~~below), ~~recurring~~or ~~revenue~~(ii) ~~business~~his ~~model~~resignation, removal, ~~requiring~~disqualification ~~limited~~or ~~capital expenditures~~death.

~~Item~~Mr. 2Cox, age 51, has over 25 years of experience in the management and operations of public and private companies.03 ~~Creation~~Mr. Cox currently serves as President, CEO, CFO and sole director of Formation Minerals, Inc. (OTC: FOMI) (“Formation”). Since September 2023, Mr. Cox also serves as a ~~Direct~~director ~~Financial~~and ~~Obligation~~the orinterim anChief ~~Obligation~~Executive ~~under~~Officer anof ~~Off~~THC Therapeutics, Inc. (OTC: THCT), a company focusing on becoming a consolidation catalyst in the cannabis industry and modern healthcare space through mergers and acquisitions. Prior, he served as Chief Executive Officer and sole director of Verde Bio Holdings, Inc., which was merged with SensaSure Technologies Inc. (OTC: SSTC) to form Formation, since November 20, 2019. Mr. Cox served as the President and Chief Operating Officer of NewBridge Global Ventures, Inc, (OTC: NBGV) from October 2017 to September 2018, where he led a transition into the legal cannabis space and the successful merger with a family-~~Balance~~owned consortium ~~Sheet~~of ~~Arrangement~~companies. Since October 2015, Mr. Cox has served as a Principal in a private family office focused on the acquisition and divestiture of oil and gas properties and various entrepreneurial ventures. Mr. Cox served in various private and public companies in oil and gas and other sectors and in a ~~Registrant~~number of entrepreneurial ventures. Mr. Cox attended Eastern New Mexico University where he studied Business Administration.

~~The~~On ~~disclosure~~May ~~included~~15, ~~under~~2024, ~~Item 1~~Mr.01 ~~above~~Hiza iswas ~~incorporated~~elected byand ~~reference~~appointed toas ~~this~~the ~~Item~~Class 2II Director and the Executive Chairman until the next annual meeting, his earlier resignation or death.~~03.~~ His biography is as follows:

~~Item~~Mr. 3Hiza, age 54, began his career as a certified public accountant and spent 15 years managing investment portfolios for small businesses and individuals.02 ~~Unregistered~~For ~~Sales~~the next 11 years, Mr. Hiza served as a Managing Partner for Lighthouse Energy Partners – helping institutional investors acquire and manage oil and gas royalties and mineral rights. In 2021, Mr. Hiza served as the Vice President of ~~Equity~~Asset ~~Securities~~Management at Verde Bio Holdings, Inc., where he was responsible for oil and gas royalty acquisitions and portfolio evaluation and monitoring. In 2023, Mr. Hiza founded Carolina Natural Resource Group and acts as Managing Partner – helping individuals acquire oil and natural gas mineral rights and royalties.

~~The~~Removal ~~disclosure included under Item 1.01 above is incorporated by reference to this Item 3.02. The issuances~~ of ~~the note to 1800 Diagonal Lending is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.~~Officers

2On May 15, 2024, Scott Cox, acting in his capacity as the sole Class I Director and sole director of the Board, removed all then acting officers of the Company.

~~Item~~Appointment ~~5.02. Departure~~ of ~~Directors or Certain~~ Officers~~; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Resignation~~On ofMay ~~Directors~~15, 2024, Brandon Sisson was appointed to serve as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, and Principal Accounting Officer.

~~On June 26, 2023,~~ Mr. ~~Edward L. Jaroski~~ ~~notified the board of directors (the “Board”) that he has resigned from the Board effective June 26, 2023. Mr. Jaroski~~Sisson’s ~~resignation~~ biography is ~~not~~as ~~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.~~follows:

~~Further,~~Mr. onSisson since his appointment in May, 2024, has served as the ~~same~~Company’s ~~day~~President, Secretary, CEO, CFO, Principal Executive Officer and Principal Accounting Officer (OTC: WINR). Mr. ~~William~~Sisson, H.since ~~Herrmann~~its incorporation in June, ~~Jr.~~2024 ~~notified~~has served as the ~~board~~President of ~~directors~~Redacted Optics (Inc., a privately held company seeking to develop new technology in the ~~“Board”)~~optics ~~that~~industry heeither ~~has~~through ~~resigned~~using ~~from~~its own resources ~~the~~or ~~Board~~through ~~effective~~an ~~June~~acquisition ~~26,~~or ~~2023~~merger. ~~Mr.~~Since ~~Herrmann~~April of 2019, JrMr.’s ~~resignation~~Sisson ishas ~~not~~worked ~~the~~for ~~result~~Accufire ofTechnologies, ~~any~~Inc, ~~dispute~~a orfirearms ~~disagreement~~optics ~~with the Company~~company orspecializing ~~the~~in ~~Board~~digital ontechnology, ~~any~~where ~~matter~~he ~~relating~~started toas ~~the~~an operations, ~~policies~~consultant orand ~~practices~~is ofcurrently the ~~Company~~interim CEO while the company is winding down.

InMr. ~~accordance~~Sisson ~~with~~is ~~the~~a ~~requirements~~United ofStates ~~Item~~Air ~~5.02(a)~~Force ofveteran ~~Form~~and ~~8-K,~~has spent the ~~Company~~last ~~has~~13 ~~provided~~years ~~Mr.~~working ~~Edward~~as L.an ~~Jasroski~~operations and ~~Mr.~~talent ~~William~~development ~~H. Herrmann,~~consultant ~~Jr.~~focusing ~~with~~on atechnology ~~copy~~companies ofas the ~~disclosures~~primary ~~contained~~field inof ~~this~~work. ~~Current~~Mr. ~~Report~~Sisson onwas ~~Form~~the ~~8-K~~owner noand ~~later~~President ~~than~~of ~~the~~Stoic ~~day~~Resources, ofLLC, ~~filing~~an ~~this~~operations consulting ~~Form~~management ~~8-K~~firm, ~~with the~~from ~~Securities~~February, ~~and~~2014 ~~Exchange~~to ~~Commission~~May, 2021.

There is no family relationship between Mr. Sisson, Mr. Cox, or Mr. Hiza and any director or executive officer of the Company. There are no transactions between Mr. Sisson, Mr. Cox, or Mr. Hiza and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Amendment to the Certificate of Incorporation

On August 5, 2024, the Company amended Section 7.3 of the Third Amended and Restated Certificate of Incorporation of the Company, as further amended through the date hereof (the “Certificate of Incorporation”), pursuant to Article IX of the Certificate of Incorporation and applicable law. The following restatement of Section 7.3 has been adopted and approved by the Board and the stockholders of the Company:

Section 7.3 Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Third Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock or the Bylaws, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders of the Corporation.

The forgoing excerpt of the amendment to the Certificate of Incorporation is qualified in its entirety by the full text of the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company, a copy of which is filed herewith as Exhibit 3.2.

Amendment to the Bylaws of the Company

On August 5, 2024, the Company amended Article II, Section 2.9 of the Bylaws of the Company (as amended, restated, supplemented or otherwise modified and in effect as of the date hereof, the “Bylaws”). The following restatement of Section 2.9 of the Bylaws has been adopted and approved by the Board and the stockholders of the Company:

Section 2.9. Consents in Lieu of Meeting. Unless otherwise provided by the Certificate of Incorporation and so long as any shares of the Series X Convertible Preferred Stock are outstanding any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote on such matters having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

The forgoing excerpt of the amendment to the Bylaws is qualified in its entirety by the full text of the Amendment to Bylaws, a copy of which is filed herewith as Exhibit 3.3.

Amendment to Series X Convertible Preferred Stock

On August 5, 2024, the Company amended Section 1(c) of the Certificate of Designation. The following restatement of Section 1(c) of the Certificate of Designation has been adopted and approved by the Board and the stockholders of the Company:

(c) Transfers. Without the prior written approval of the Board of Directors of the Corporation, the Share of Series X Stock may not be transferred by the of the Series X Holder whether voluntary or by operation of law or otherwise and any such transfer shall be void ab initio and of no force or effect and the Corporation shall not recognize the purposed transferee thereof as the holder of the share of Series X Stock, and such share of Series X Stock shall be deemed automatically redeemed by the Corporation as of immediately prior to any such transfer or attempted transfer, and the Series X Holder shall thereafter be entitled to receive solely a redemption price of $1.00 therefor.

The forgoing excerpt of the amendment to the Series X Convertible Preferred Stock is qualified in its entirety by the full text of the amendment, a copy of which is filed herewith as Exhibit 4.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
Exhibit
10.1		Securities Purchase Agreement by and among the registrant and 1800 Diagonal Lending, LLC, dates as of June 13,2023.
Number		Description
10.2		Convertible Promissory Note by and among the registrant and 1800 Diagonal Lending, LLC, dates as of June 13, 2023.
3.1		Franklin – Hiza Assignment Agreement for Series X Convertible Preferred Stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.2		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company
3.3		Amendment to Bylaws of the Company
4.1		Certificate of Designations of Preferences and Rights of Series X Convertible Preferred Stock
4.2		Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series X Convertible Preferred Stock
104.1		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 thereunto duly authorized.

Date: July 13, 2023	SIMPLICITY ESPORTS AND GAMING COMPANY
Date: August 5, 2024	SIMPLICITY ESPORTS AND GAMING COMPANY
	By:	/s/ ~~Roman~~Brandon ~~Franklin~~Sisson
		ROMAN FRANKLIN
		Brandon Sisson
		Chief Executive Officer

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