Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2022, Simply Mac, Inc. ("Simply Mac"), a wholly owned subsidiary of Simply, Inc. (the "Company"), entered into an account payable settlement agreement (the "Settlement Agreement") with two of Simply Mac's vendors to convert the outstanding account payable balances owed by Simply Mac to the vendors into shares of common stock (the "Equity Securities") of the Company at a conversion price of $1.40 per share. The aggregate amount of outstanding account payable balances owed to the vendors was $3,191,489, which amount was converted into 2,279,635 Equity Securities of the Company. The Equity Securities will be issued within five (5) business days following the execution of the Account Payable Settlement Agreement.

The issuance of Equity Securities pursuant to the Settlement Agreement was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.





(d)    Exhibits.

Exhibit
  No.       Description

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

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