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): June 916, 2022 (June 14, 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.)

10801 NW 97^th Avenue, Suite 9

Miami, FL 33178
(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 2 1.0503 ~~Costs~~Bankruptcy ~~Associated~~or ~~with Exit of Disposal Activities~~Receivership.

On June 814, 2022, ~~the~~Simply, ~~Board~~Inc. ~~of Directors of~~ (the “Company”) ~~determined~~announced tothat ~~cease~~it ~~the~~commenced ~~Company’s~~bankruptcy ~~business~~proceedings ~~activities~~(the ~~and~~“Chapter ~~terminate~~7 ~~its~~Case”) ~~workforce.~~by ~~The Company anticipates~~ filing a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code, in11 U.S.C. §101 et seq. (the ~~near~~“Bankruptcy ~~future~~Code”). The ~~Company~~Chapter is7 ~~currently~~Case ~~unable~~was tofiled ~~make~~in athe ~~determination~~United ofStates Bankruptcy Court for the ~~estimates~~District ~~required~~of byUtah, ~~item~~Case 2No.05 22-22242-KRA (the “Bankruptcy Filing”). As a result of ~~this~~the ~~Current~~Bankruptcy ~~Report~~Filing, onGeorge ~~Form~~Hofmann ~~8-K~~has ~~resulting~~been ~~from~~appointed ~~termination~~as interim Chapter 7 trustee (the “Chapter 7 Trustee”), and the assets of the Company’s ~~business~~will ~~activities~~be ~~and~~liquidated ~~workforce~~in accordance with the Bankruptcy Code.

~~Item~~The 8Company’s wholly-owned subsidiary Simply Mac, Inc.01 ~~Other~~(“Simply ~~Events~~Mac”) separately commenced bankruptcy proceedings by filing a voluntary petition for relief under the provisions of Chapter 7 of the Bankruptcy Code. Simply Mac’s Chapter 7 filing was filed in the United States Bankruptcy Court for the District of Utah, Case No. 22-22239-KRA. As a result of this filing, George Hofmann has been appointed as interim Chapter 7 trustee, and the assets of Simply Mac will be liquidated in accordance with the Code.

OnItem ~~June 8, 2022, the Board of Directors of the Company determined to cease the Company’s business activities and terminate its workforce~~2. A04 ~~small~~Triggering ~~number~~Events ofthat ~~employees~~Accelerate ~~will~~or beIncrease ~~retained for~~ a ~~short~~Direct ~~period~~Financial toObligation ~~administer~~or ~~termination~~Obligation ~~of business activities. The Company anticipates filing a petition for relief~~ under ~~Chapter~~an 7Off-Balance ofSheet ~~Title 11 of the United States Code in the near future~~Arrangement.

The Bankruptcy Filing triggers Events of Default under all of the Company’s outstanding debt obligations.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

With the appointment of the Chapter 7 Trustee and concurrent with the Bankruptcy Filing, on June 14, 2022, the employment of Reinier Voigt, President, Chief Executive Officer and Director, and of Vernon A. LoForti, Senior Vice President, Chief Financial Officer and Corporate Secretary, were terminated. As a result, the Company no longer has any current officers.

Also, with the appointment of the Chapter 7 Trustee and concurrent with the Bankruptcy Filing, on June 14, 2022, directors Reinier Voigt, Kevin Taylor, and Michael Galloro resigned as members of the Company’s Board of Directors. The Company has no current members of the Board of Directors.

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:	June 916, 2022	By:	/s/ Vernon A. LoForti
			Vernon A. LoForti
			Chief Financial Officer

Filing Compare · Simply, Inc.