Item 1.01 Entry into a Material Definitive Agreement.

On November 5, 2021, Simply, Inc. (the "Company") entered into a $500,000 unsecured convertible note (the "Note") with SOL Global Investments Corp. ("SOL") as the lender. The Note bears interest at 9% per annum, matures 6 months after issuance and is convertible into shares of the Company's common stock at any time after the date of issuance at the election of SOL at $2.50 per share. SOL also received a warrant to purchase 200,000 shares of common stock at an exercise price of $2.75 per share (the "Warrant"). The Warrant is exercisable beginning six months after issuance and expires 42 months from the date of issuance. The Note and Warrant contain other customary terms and conditions for agreements of their respective type.

The Note and Warrant were issued offshore pursuant to Rule 903 of Regulation S under the United States Securities Act of 1933, as amended.

The foregoing is a summary of certain material terms and conditions of the Note and Warrant, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Note and the Warrant attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.




Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
  No.       Description
  4.1         Unsecured Convertible Note.

  4.2         Warrant.

  104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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