Current Report Filing (8-k)
22 Juillet 2022 - 12:04PM
Edgar (US Regulatory)
0001708410
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0001708410
2022-07-07
2022-07-07
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): July 7, 2022
SIMPLICITY
ESPORTS AND GAMING COMPANY
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38188 |
|
82-1231127 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
7000
W. Palmetto Park Rd., Suite 505
Boca
Raton, FL 33433
(Address
of Principal Executive Offices)
(855)
345-9467
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
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 |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company 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
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
July 7, 2022, Prager Metis CPAs LLP (“Prager”) advised the Board of Directors (the “Board”) of Simplicity Esports
and Gaming Company (the “Company”) that it would not stand for reappointment as the Company’s independent registered
public accounting firm.
Prager’s
reports on the Company’s financial statements for the two fiscal years ended May 31, 2021 and
2020 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed
substantial doubt regarding the Company’s ability to continue as a going concern. Furthermore, during the fiscal years ended
May 31, 2021 and 2020 and through July 7, 2022,
there have been no disagreements with Prager on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Prager’s satisfaction, would have caused Prager to make reference to
the subject matter of the disagreement in connection with its reports on the Company’s financial statements for such periods.
For
the fiscal years ended May 31, 2021 and 2020 and
through July 7, 2022, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Prager with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission
(the “Commission”), and requested that Prager furnish the Company a letter addressed to the Commission stating whether or
not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Prager’s letter to the Commission
is attached hereto as Exhibit 16.1.
(b)
Engagement of New Independent Registered Accounting Firm
On
July 15, 2022, the Company’s Board of Directors appointed Assurance Dimensions (“Assurance”) as the Company’s
new independent registered accounting firm. During the Company’s two most recent fiscal years and through July 15, 2022,
neither the Company nor anyone acting on the Company’s behalf consulted Assurance with respect to any of the matters or reportable
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits
SIGNATURES
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.
| |
SIMPLICITY
ESPORTS AND GAMING COMPANY |
| |
|
|
| Date:
July 21, 2022 |
By:
|
/s/
Roman Franklin |
| |
|
Roman
Franklin |
| |
|
Chief
Executive Officer |
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