Simply, Inc. announced that it has entered into a material definitive agreement to issue unsecured convertible note for gross proceeds of $500,000 on November 5, 2021. The transaction will include participation from SOL Global Investments Corp. 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.

The investor also received a warrant to purchase 200,000 shares of common stock at an exercise price of $2.75 per share. 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.