Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on September 28, 2022, Simplicity Esports and Gaming
Company (the "Company") entered into an 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. Pursuant to the terms of the Exchange Agreement, the Company
agreed to acquire from the Members 100% of the membership interests of Diverted
River held by the Members as of the closing (the "Closing"), in exchange for the
issuance by the Company to the Members of shares of the Company's common stock
equal to 80% of the issued and outstanding shares of the Company's common stock
as of the Closing.
The parties may terminate the Exchange Agreement pursuant to the terms of the
Exchange Agreement, including, but not limited to, if the conditions to Closing
have not been satisfied or waived by December 15, 2022.
On December 15, 2022, the parties entered into Amendment No. 1 to Exchange
Agreement ("Amendment No. 1"). Pursuant to the terms of Amendment No. 1, the
termination date was amended to be February 1, 2023. Except as set forth in
Amendment No. 1, the Exchange Agreement remains in full force and effect.
The description of Amendment No. 1 does not purport to be complete and is
qualified in its entirety by reference to Amendment No. 1, a copy of which is
filed as Exhibit 10.1 hereto and are incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 1 to Exchange Agreement, dated as of December 15,
2022, by and among the registrant, Diverted River Technology, LLC,
the member(s) of Diverted River Technology, LLC from time to time
and Zachary Johnson, as the Members' representative.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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