Item 1.01 Entry into a Material Definitive Agreement.

On November 23, 2021, Simply, Inc. and its wholly owned subsidiary, Simply Mac, Inc. (collectively the "Company"), entered into a $6,000,000 Loan and Security Agreement (the "Agreement") with Line Financial Corp. ("Line"). Under the Agreement, Simply Mac can borrow up to $6,000,000 in increments of no less then $500,000 to purchase inventory for the upcoming holiday season. No advances can be made after January 31, 2022. The Agreement calls for weekly payments of 75% of the sales of inventory purchased with loan proceeds. The principal balance bears interest at the prime rate plus 6.75% per annum with the prime rate having a floor of 3.25%. Interest is accrued daily and payable monthly. In addition, the Company paid Line a loan fee of $120,000, which amount was added to principal upon execution of the Agreement. The Agreement, which is secured by substantially all of the assets of the Company, matures on November 23, 2022, and contains other customary terms and conditions for agreements of its type.

The foregoing is a summary of certain material terms and conditions of the Agreement, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Agreement attached to this Current Report on Form 8-K as Exhibit 4.1 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 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
  No.       Description
  4.1         Loan and Security Agreement.

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

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