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): ~~January~~April 205, 2022 (~~January~~March 1831, 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 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

On ~~January~~March 1831, 2022, Simply Mac, Inc. (~~the~~ “~~Company~~Simply Mac”), ~~and~~a ~~its~~ wholly owned subsidiary, ~~Simply~~of ~~Mac~~Simply, Inc. ~~entered into an amendment~~ (the “~~Amendment~~Company”) ~~to its November 23~~, ~~2021~~entered ~~$6,000,000~~into ~~Loan~~an ~~and~~account ~~Security~~payable ~~Agreement~~settlement agreement (the “Settlement Agreement”) with ~~Line~~two ~~Financial~~of ~~Corp. Under~~Simply ~~the~~Mac’s ~~Amendment,~~vendors ~~Simply Mac,~~to ~~Inc.~~convert ~~will~~the ~~borrow~~outstanding anaccount ~~additional~~payable ~~$2,800,000~~balances toowed beby ~~repaid~~Simply inMac 5to ~~weekly~~the ~~principal~~vendors ~~payments~~into shares of ~~$475,000~~common ~~beginning~~stock ~~February~~(the ~~23,~~“Equity ~~2022~~Securities”) ~~and~~of athe ~~final~~Company ~~payment~~at ona ~~March~~conversion ~~30,~~price ~~2022~~ of $~~425,000~~1.40 per share. ~~Other~~The ~~provisions~~aggregate amount of ~~the~~outstanding ~~Agreement,~~account aspayable ~~described~~balances inowed to the ~~Company’s~~vendors ~~Current~~was ~~Report~~$3,191,489, onwhich ~~Form~~amount ~~8-K~~was ~~filed~~converted ~~with~~into ~~the~~2,279,635 ~~United~~Equity ~~States~~ Securities ~~and~~of ~~Exchange~~the ~~Commission~~Company. onThe ~~November~~Equity ~~29,~~Securities ~~2021,~~will ~~remain~~be ~~unchanged,~~issued ~~with~~within ~~the~~five ~~exception~~(5) ofbusiness andays ~~added~~following ~~covenant~~the ~~related~~execution toof the ~~value~~Account ofPayable ~~residual~~Settlement ~~inventory~~Agreement.

The ~~foregoing~~issuance ~~is a summary~~ of ~~certain~~Equity ~~material~~Securities ~~terms~~pursuant ~~and~~to ~~conditions of~~ the ~~Amendment,~~Settlement ~~and~~Agreement iswas ~~not~~made ain ~~complete~~reliance ~~description~~on ~~thereof. Accordingly,~~ the ~~foregoing~~exemption isfrom ~~qualified~~registration inprovided ~~its entirety~~ by ~~reference~~Section to4(a)(2) ~~the full text~~ of the ~~Amendment~~Securities ~~attached~~Act toof ~~this~~1933, ~~Current Report on Form 8-K~~ as ~~Exhibit 4~~amended.~~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.

ExhibitNo.		Description
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:	~~January~~April 205, 2022	By:	/s/ Vernon A. LoForti
			Vernon A. LoForti
			Chief Financial Officer

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