Item 7.01. Regulation FD Disclosure.

On September 29, 2022, Simplicity Esports and Gaming Company (the "Company") issued a press release announcing entry into an exchange agreement with Diverted River Technology, LLC ("Diverted River"), pursuant to which the Company agreed to acquire 100% of the membership interests of Diverted River in exchange for 80% of the issued and outstanding shares of the Company's common stock.

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
99.1            Press release of the registrant issued on September 29, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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