UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________

FORM 8-K
_________________________________________

Current ReportPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): ~~December~~January 20, ~~2021~~2022 (~~December~~January 1718, ~~2021~~2022)

_________________________________________

Simply, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number: 001-32217

Maryland

33-0599368

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

1680 Michigan Avenue, Suite 817

Miami Beach, FL 33139
(Address of principal executive offices, including zip code)

(786) 254-6709
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

SIMP

OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.~~07. Submission~~01 ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~The~~On ~~2021~~January ~~Annual~~18, ~~Meeting~~2022, ofSimply, ~~Stockholders~~Inc. (the “~~Meeting”~~Company) of and its wholly owned subsidiary, Simply Mac, Inc. entered into an amendment (the “~~Company~~Amendment”) ~~was~~to ~~held~~its onNovember ~~December 17~~23, 2021 $6,000,000 Loan and Security Agreement (the “Agreement”) with Line Financial Corp. AtUnder the ~~Meeting~~Amendment, ~~two~~Simply Mac, ~~(2)~~Inc. ~~proposals~~will ~~were~~borrow ~~submitted~~an additional $2,800,000 to ~~the~~be ~~stockholders~~repaid ~~for~~in ~~approval~~5 asweekly ~~set~~principal ~~forth~~payments of $475,000 beginning February 23, 2022 and a final payment on March 30, 2022 of $425,000. Other provisions of the Agreement, as described in the Company’s ~~definitive~~Current ~~proxy~~Report ~~statement,~~on Form 8-K filed with the United States Securities and Exchange Commission on November 1529, 2021, remain unchanged, with the exception of an added covenant related to the value of residual inventory.

~~Proposal~~The ~~1: Election~~foregoing is a summary of ~~Directors~~certain material terms and conditions of the Amendment, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Amendment attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference.

~~The~~Item ~~three~~2.03 ~~(3)~~Creation ~~nominees~~of ~~proposed~~a byDirect ~~management~~Financial ~~for~~Obligation ~~election~~or asan ~~directors~~Obligation ~~were~~under ~~elected~~an byOff-Balance ~~the~~Sheet ~~stockholders~~Arrangement of ~~the~~a ~~Company as follows:~~Registrant.

	For	Against	Abstain	Broker Non-Votes
Kevin Taylor	3,049,091	152,708	1,395	563,106
Michael Galloro	3,051,701	149,756	1,737	563,106
Reinier Voigt	3,083,096	118,483	1,615	563,106

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

~~Proposal~~Item ~~2: Ratification of the selection of Kaufman, Rossin & Co~~9.01 asFinancial ~~the~~Statements ~~Company’s~~and ~~Independent Registered Public Accounting Firm for the Fiscal Year Ending January 29, 2022~~Exhibits.

~~The stockholders of the Company approved the appointment of Kaufman, Rossin & Co~~(d) Exhibits. ~~as follows:~~

For	Against	Abstain	Broker Non-Votes
ExhibitNo.	Description
3,624,152	16,212	125,936	0
4.1	January 18, 2022 Amendment to Loan and Security Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Simply, Inc.
Date:	~~December~~January 20, ~~2021~~2022	By:	/s/ Vernon A. LoForti
			Vernon A. LoForti
			Chief Financial Officer

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