| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Simply, Inc. [ SIMP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note | $2.5 | 10/21/2021 | P(1) | 300,000 | 10/21/2021 | 04/21/2022 | Convertible Note | 300,000 | $750,000(5) | 2,600,000 | D | ||||
| Warrants | $2.75 | 10/21/2021 | P(2) | 300,000 | 04/21/2022 | 04/21/2025 | Warrants | 300,000 | $750,000(5) | 2,600,000 | D | ||||
| Convertible Note | $2.5 | 11/05/2021 | P(3) | 200,000 | 11/05/2021 | 05/05/2022 | Convertible Note | 200,000 | $500,000(6) | 2,600,000 | D | ||||
| Warrants | $2.75 | 11/05/2021 | P(4) | 200,000 | 05/05/2022 | 05/05/2025 | Warrants | 200,000 | $500,000(6) | 2,600,000 | D | ||||
| Explanation of Responses: |
| 1. On October 21, 2021, the Issuer executed an unsecured convertible note (Convertible Note 1) for the benefit of SOL Global Investment Corp. (SOL), entitling SOL to convert the principal amount of $750,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. Convertible Note 1 matures on April 21, 2022. |
| 2. On October 21, 2021, the Issuer and SOL entered into a warrant agreement (Warrant Agreement 1), granting SOL 300,000 warrants, which it may convert into up to 300,000 shares of Common Stock at an exercise price of $2.75 per share. |
| 3. On November 5, 2021, the Issuer executed an unsecured convertible note (Convertible Note 2) for the benefit of SOL entitling SOL to convert the principal amount of $500,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. Convertible Note 2 matures on May 5, 2022. |
| 4. On November 5, 2021, the Issuer and SOL entered into a warrant agreement (Warrant Agreement 2), granting SOL 200,000 warrants, which it may convert into up to 200,000 shares of Common Stock at an exercise price of $2.75 per share. |
| 5. The aggregate consideration for the Issuers entry into Convertible Note 1 and Warrant Agreement 1, which were part of a single transaction, was $750,000. |
| 6. The aggregate consideration for the Issuers entry into Convertible Note 2 and Warrant Agreement 2, which were part of a single transaction, was $500,000. |
| /s/ Andrew DeFrancesco | 12/06/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
