SIMPLICITY ESPORTS & GAMING Co: M&A transaction — Simplicity Esports undergoes change in control; Hiza acquires control for $1, new board and officers appointed.

SIMPLICITY ESPORTS & GAMING Co

James Hiza purchased one share of Series X Convertible Preferred Stock from Roman Franklin for $1, gaining voting control of the company.
All prior directors resigned May 15, 2024; Scott Cox elected sole Class I director, James Hiza appointed Class II Director and Executive Chairman.
All prior officers removed; Brandon Sisson appointed President, CEO, CFO, Secretary, Treasurer, and principal accounting officer.
Certificate of Incorporation amended to require stockholder actions only at meetings (no written consent) while Series X stock is outstanding.
Series X Preferred Stock transfer restricted; attempted transfer voids the share and entitles holder to only $1 redemption.

item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

SIMPLICITY ESPORTS & GAMING Co underwent a change of control involving James Hiza for $1.00 (closed 2024-04-24).

Action: change of control
Counterparty: James Hiza
Consideration: $1.00
Closing: 2024-04-24

Exact text from the filing

On or about April 24, 2024, pursuant to the Assignment Agreement by and between James Hiza and Roman Franklin, dated as of April 24, 2024 (the “Assignment Agreement”), Roman Franklin assigned and sold one share of the Series X Convertible Preferred Stock, par value $0.0001 per share (the “Series X Stock”), of Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), to James Hiza for a purchase price of $1.00. As such, James Hiza acquired control of the Company from Roman Franklin.

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Source: SEC EDGAR

accession 0001493152-24-030331

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