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

On June 23, 2022, Laila Cavalcanti Loss submitted her resignation as a member of the Board of Directors (the "Board") of Simplicity Esports and Gaming Company (the "Company"). On June 30, 2022, Frank Leavy submitted his resignation as a member of the Board, and Beatrice Tarka submitted her resignation as Chairperson of the Board and as a member of the Board. The resignations of Ms. Loss, Mr. Leavy, and Ms. Tarka were not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On June 28, 2022, Nancy Hennessey submitted her resignation as the Company's Chief Financial Officer, effective June 30, 2022. Ms. Hennessey's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The Company has commenced a search for Ms. Hennessey's replacement. Until a replacement Chief Financial Officer is appointed, Roman Franklin, the Company's Chief Executive Officer, a member of the Board and a greater than 5% stockholder of the Company, will act as the Company's principal financial officer and principal accounting officer.

Mr. Franklin, age 38, has been a member of the Company's Board of Directors since August 16, 2017 and the Company's Chief Executive Officer since March 29, 2021. From December 31, 2018 until March 31, 2021, Mr. Franklin served as the Company's President. Mr. Franklin was Chief Investment Officer of SMC Global USA from March 2016 until December 31, 2016, and prior, President of Franklin Financial Planning from 2005 to 2016. Mr. Franklin is a 16-year veteran of the financial services industry. By the age of 22, he held FINRA Series 7, Series 66, and Life, Health, and Variable Insurance Licenses. In 2005, he founded a fee-only registered investment advisory firm. In 2008, he was one of the youngest recipients to ever receive the National Association of Financial Advisors ("NAPFA") Registered Financial Advisor (RFA) designation. In 2015, he was elected as a Board Member of the NAPFA, South Region Board of Directors, overseeing more than a dozen states from Texas, to Florida, to North Carolina. Mr. Franklin has experience in domestic and international investment, and has been involved in multiple business transactions tied to India. Mr. Franklin holds a Bachelor of Science degree in Management from Barry University and an M.B.A. in Finance from the Graduate School of Business at Stetson University. His civic organization roles include School Advisory Council for Volusia County Schools, City of DeLand Economic Development Committee, and the Boys' and Girls' Clubs of Central Florida.

The Company believes Mr. Franklin's strong expertise in finance and business transactions qualifies him to serve on the Company's Board of Directors.




Item 8.01. Other Events.

In an effort to focus on business operations that are currently profitable, the Company sold its League of Legends franchise asset, and exited business operations in Brazil. Funding the Brazilian business operations created a monthly cash burn of approximately $45,000. The Company has sold the franchise asset to Brazilian esports organization Los Grandes for total consideration of 1,920,000 Brazilian Reais (approximately $362,000) to be paid in five equal quarterly installments.

The Company also closed 10 of its 17 corporate owned esports gaming center locations. The Company continues to operate seven corporate owned locations and 12 franchisee owned locations. Management is exploring strategic alternatives, including merger and acquisition opportunities, and is focused on high margin, lower capital expenditure business strategies in the esports gaming industry, with a goal of being cash flow positive in the next 12 to 24 months.

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