Item 3.02. Unregistered Sales of Equity Securities.

On August 29, 2022, Simplicity Esports and Gaming Company (the "Company") issued and sold to Roman Franklin, the Company's Chief Executive Officer, principal financial officer, principal accounting officer, member of the Company's Board of Directors, and greater than 5% stockholder, one share of the Company's Series X preferred stock (the "Series X Preferred") for a purchase price of $1,000.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 23, 2022, the Company filed with the Nevada Secretary of State a certificate of designations (the "Certificate of Designations") to designate one share of the Company's preferred stock as the Series X Preferred. The one share of Series X Preferred has a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company, plus one. The Series X Preferred does not have any economic or other interest in the Company.

The share of Series X Preferred may not be transferred after issuance. If any transfer is attempted, the Series X Preferred will be automatically redeemed by the Company at a redemption price of $1.00.

At the election of the Series X Preferred holder at any time following the date that the Company has amended its articles of incorporation to increase the authorized shares of common stock such that there are sufficient authorized but unissued shares of common stock to permit conversion of the Series X Preferred as set forth in the Certificate of Designations, the Series X Preferred is convertible into 500,000,001 shares of the Company's common stock.

The description of the terms of the Series X Preferred and the Certificate of Designations is qualified in its entirety by the Certificate of Designations filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.





(d) Exhibits



Exhibit No.   Description
3.1             Certificate of Designations of the Series X Preferred Stock, filed
              with the Nevada Secretary of State on August 23, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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