SOL Global Investments Corp. - Oct 21, 2021 Form 4 Insider Report for Simply, Inc. (SIMP)

Role
10%+ Owner
Signature
/s/ Andrew DeFrancesco
Stock symbol
SIMP
Transactions as of
Oct 21, 2021
Transactions value $
$650,000,000,000
Form type
4
Date filed
12/6/2021, 01:36 PM
Previous filing
Nov 12, 2021
Next filing
Jan 31, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SIMP Convertible Note Purchase $225B +300K +13.04% $750,000.00* 2.6M Oct 21, 2021 Convertible Note 300K $2.50 Direct F1, F5
transaction SIMP Warrants Purchase $225B +300K +13.04% $750,000.00* 2.6M Oct 21, 2021 Warrants 300K $2.75 Direct F2, F5
transaction SIMP Convertible Note Purchase $100B +200K +8.33% $500,000.00* 2.6M Nov 5, 2021 Convertible Note 200K $2.50 Direct F3, F6
transaction SIMP Warrants Purchase $100B +200K +8.33% $500,000.00* 2.6M Nov 5, 2021 Warrants 200K $2.75 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 21, 2021, the Issuer executed an unsecured convertible note (Convertible Note 1) for the benefit of SOL Global Investment Corp. (SOL), entitling SOL to convert the principal amount of $750,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. Convertible Note 1 matures on April 21, 2022.
F2 On October 21, 2021, the Issuer and SOL entered into a warrant agreement (Warrant Agreement 1), granting SOL 300,000 warrants, which it may convert into up to 300,000 shares of Common Stock at an exercise price of $2.75 per share.
F3 On November 5, 2021, the Issuer executed an unsecured convertible note (Convertible Note 2) for the benefit of SOL entitling SOL to convert the principal amount of $500,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. Convertible Note 2 matures on May 5, 2022.
F4 On November 5, 2021, the Issuer and SOL entered into a warrant agreement (Warrant Agreement 2), granting SOL 200,000 warrants, which it may convert into up to 200,000 shares of Common Stock at an exercise price of $2.75 per share.
F5 The aggregate consideration for the Issuers entry into Convertible Note 1 and Warrant Agreement 1, which were part of a single transaction, was $750,000.
F6 The aggregate consideration for the Issuers entry into Convertible Note 2 and Warrant Agreement 2, which were part of a single transaction, was $500,000.