UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2020 (October 9, 2020)
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Simply, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32217
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Maryland |
33-0599368 |
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(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2001 NW 84th Avenue
Miami, FL 33122
(Address of principal executive offices, including zip code)
(786) 254-6709
(Registrant’s telephone number, including area code)
Cool Holdings, Inc.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
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AWSMD |
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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 5.03. Amendments to Articles of Incorporation or Bylaws.
On October 9, 2020, Simply, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the State Department of Assessments and Taxation of the State of Maryland to change the legal name of the Company (the “Name Change”) from “Cool Holdings, Inc.” to “Simply, Inc.”, and to effect a one-for-ten reverse split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock (the “Common Stock”). Both the Name Change and the Reverse Stock Split became effective in accordance with the terms of the Articles of Amendment on October 14, 2020 (the “Effective Time”).
At the Effective Time, every ten shares of the Company’s Common Stock issued and outstanding were automatically combined into one share of Common Stock, without any change in the par value per share. The Company did not issue any fractional shares in connection with the Reverse Stock Split. Instead, fractional shares were rounded up to the next largest whole number. The Reverse Stock Split did not modify the rights or preferences of the Common Stock. Proportional adjustments were made to the conversion and exercise prices of the Company’s outstanding warrants and stock options, and to the number of shares issued and issuable under the Company’s equity compensation plans.
The Company’s transfer agent, Computershare Trust Company, N.A., was the exchange agent for the Reverse Stock Split. Stockholders owning shares via a broker or other nominee had their positions automatically adjusted to reflect the Reverse Stock Split.
The Company’s Common Stock began trading on OTCQB Venture Market on a reverse split-adjusted basis on October 14, 2020. The new CUSIP number for the Common Stock following the Reverse Stock Split is 82901A105.
In connection with the Name Change, the Company launched a new corporate website at www.simplyinc.com.
Item 7.01. Regulation FD Disclosure.
On October 13, 2020, the Company issued a press release announcing the Name Change and the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Item 8.01. Other Events.
The Company also changed its ticker symbol from “AWSM” to “SIMP,” (the “Ticker Symbol Change”). However, based on FINRA rules, the ticker symbol for the Common Stock will change to “AWSMD” for an interim period of 20 business days from October 14, 2020 through November 10, 2020. Beginning November 11, 2020, the Company’s ticker symbol will change to “SIMP”.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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3.1 |
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99.1 |
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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.
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Simply, Inc. |
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Date: |
October 15, 2020 |
By: |
/s/ Vernon A. LoForti |
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Vernon A. LoForti |
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Chief Financial Officer |
Exhibit 3.1
ARTICLES
OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
COOL HOLDINGS, INC
Cool Holdings, Inc, a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that the Articles of Incorporation of the Company, as amended, restated and supplemented to date (collectively the “Charter”) are hereby amended as follows:
FIRST:The Charter of the Company is hereby amended by striking out the FIRST Article of the Charter and inserting in lieu thereof the following to effectuate a change in the name of the Company:
“FIRST.The name of the corporation is Simply, Inc.”
SECOND: Effective at 9:29 a.m. prevailing Eastern Time on October 14, 2020 these Articles of Amendment will become effective (the “Effective Time”) and the Charter is hereby amended to effectuate a reverse stock split as follows: every ten (10) shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Company or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to rounding up of their fractional share to the nearest whole share. No stockholders will receive cash in lieu of fractional shares. There will be no change in the par value of the Common Stock, and for each share of Common Stock which will no longer remain issued and outstanding after this reverse stock split, $0.001 for each such share shall be transferred from the stated capital account to the capital surplus account. Each certificate that, immediately prior to the Effective Time, represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as described above; provided, that each person holding a certificate or certificates of record representing shares of Common Stock shall, upon surrender of such certificate or certificates, receive a new certificate or certificates (including any legends imprinted on the surrendered certificate or certificates) evidencing and representing the number of shares of Common Stock to which such person is entitled under the foregoing reverse stock split.
THIRD:These Articles of Amendment have been declared advisable, adopted and approved in the manner and by the vote required by the Maryland General Corporation Law (“MGCL”). Specifically: (i) the amendment contained in ARTICLE FIRST above of these Articles of Amendment is limited to a change expressly authorized by MGCL Section 2-605(a)(1) to be made by approval of a majority of the entire board of directors of the Company and without action by the stockholders of the Company and (ii) the amendment contained in ARTICLE SECOND above of these Articles of Amendment has been approved by a majority of the entire
board of directors of the Company and without action by the stockholders of the Company as expressly authorized and pursuant to MGCL Section 2-309(e)(2).
FOURTH:These Articles of Amendment, including the reverse stock split effected hereby, shall become effective the Effective Time.
FIFTH:There has been no increase in the authorized stock of the Company effected by these Articles of Amendment; consequently, none of the information required by MGCL Section 2-607(b) is changed by these Articles of Amendment.
IN WITNESS WHEREOF, Cool Holdings, Inc has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Secretary as October 9, 2020. The President acknowledges that these Articles of Amendment are the act and deed of the Company, and, under the penalties of perjury, that the matters and facts set forth herein with respect to authorization and approval are true in all material respects to the best of his knowledge, information, and belief.
ATTEST:COOL HOLDINGS, INC.
By:/s/ Vernon A. LoFortiBy:/s/ Reinier Voigt
Name: Vernon A. LoFortiName: Reinier Voigt
Title: SecretaryTitle: President
Exhibit 99.1
PRESS RELEASE
Cool Holdings Announces Name Change to
“Simply, Inc.”, Ticker Symbol Change to “SIMP”
and 1-for-10 Reverse Stock Split
MIAMI, October 13, 2020 – Cool Holdings, Inc. (OTCQB: AWSM) (the “Company” or “Cool Holdings”) announced today that it will change its name to “Simply, Inc.”, change its ticker symbol on the OTCQB Venture Market to “SIMP” and effect a 1-for-10 reverse stock split (the “Reverse Stock Split”). All of these corporate actions will be effective as of the open of trading on October 14, 2020 (the “Effective Date”) and the Company’s common stock will thereafter begin trading on a split-adjusted basis. The new CUSIP number for the common stock will be 82901A105. The Company’s new corporate website will be located at www.simplyinc.com.
The Reverse Stock Split will reduce the number of shares of the Company’s common stock currently issued and outstanding from approximately 54,648,570 shares to approximately 5,464,857 shares, with fractional shares of common stock resulting from the Reverse Stock Split being rounded up to the next whole share of common stock. Proportional adjustments will be made to the conversion and exercise prices of the Company’s outstanding warrants and stock options and to the number of shares issued and issuable under the Company’s equity compensation plans. There will be no change to the number of authorized shares of the Company's common stock.
Commenting on the actions, Reinier Voigt, Chief Executive Officer of Cool Holdings, stated: “Over the last 12 months, we have completely transformed our Company, both operationally and financially. In September 2019 we acquired Simply Mac, the largest Apple Premiere Partner in the U.S. In January 2020, we sold our chain of OneClick stores in Argentina, and then in April 2020 we sold our chain of OneClick stores in the Dominican Republic. Over the course of this period, we also wound down the business of our Cooltech Distribution unit. Consequently, we no longer conduct any international business and we are entirely focused on operating and growing our Simply Mac business. Furthermore, through debt restructuring conducted from October 2019 through March 2020, we eliminated $22.4 million, or 92%, of the $24.4 million of debt we carried after the Simply Mac acquisition. We believe that our corporate name has been closely associated with our previous business model, and after our transformation, we want to rebrand ourselves so that our name more appropriately reflects our current operations and strategy. Simply Mac is the core of our business, and we may consider adding complementary or adjacent businesses in the future. Our goal for the reverse stock split is to elevate our stock above the penny stock level, improve the marketability and liquidity of the shares and draw more attention to our Company and our new strategy from influential investors and analysts.”
Information for Stockholders
Upon effectiveness of the Reverse Stock Split, every ten shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share, without any change in either the par value per share or the total number of authorized shares. The Company will not issue any fractional shares in connection with the Reverse Stock Split. Instead, fractional share interests will be rounded up to the next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.
The Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), will act as its exchange agent for the Reverse Stock Split. Computershare will provide stockholders of record holding physical certificates representing pre-split shares with a letter of transmittal and instructions for the exchange of share certificates. Registered stockholders holding pre-split common shares electronically in book-entry form are not required to take any action to receive post-split shares. Similarly, stockholders owning common shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split. Computershare can be reached at (303) 262-0786.
About Cool Holdings, Inc.
Cool Holdings is a Miami-based company that is the parent of Simply Mac, a chain of 41 retail stores operating in 17 states and an authorized reseller under the Apple Premier Partner program of Apple products and other high-profile consumer electronic brands. Additional information can be found on its website at www.coolholdings.com and www.simplymac.com.
Forward-looking and cautionary statements
Forward-looking statements in this press release and all other statements that are not historical facts are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements, including those related to our ability to execute on our new strategy, our ability to achieve profitability, our stock price, the future growth of our business and the addition of complementary or adjacent businesses in the future, involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements, including actions by third parties, including Apple. A list and description of various risk factors related to Cool Holdings, Inc. can be found and reviewed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which can be accessed under the Company’s profile at www.sec.gov. These forward-looking statements speak only as of the date of this release and we undertake no obligation to publicly update any forward-looking statements to reflect new information, events or circumstances after the date of this release, except as required by law.
All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.
Contact:
Vernon A. LoForti, CFO
vern.loforti@coolholdings.com
Cool Holdings Clarifies Timing of
Ticker Symbol Change to “SIMP”
MIAMI, October 13, 2020 – Cool Holdings, Inc. (OTCQB: AWSM) (the “Company” or “Cool Holdings”) announced earlier today that effective October 14, 2020 it will change its name to “Simply, Inc.” (the “ Name Change”), change its ticker symbol on the OTCQB Venture Market to “SIMP” and effect a 1-for-10 reverse stock split (the “Reverse Stock Split”). However, because of a rule imposed by FINRA in situations where a name change and reverse stock split are conducted simultaneously, the ticker symbol change cannot be affected immediately. Rather, the ticker symbol for the Company’s common shares will change to “AWSMD” for a period of 20 trading days after the Name Change and Reverse Stock Split are effected, after which the ‘D’ will be removed from the Company’s ticker symbol, and, beginning November 11, 2020, the Company’s ticker symbol will change to “SIMP”.
About Cool Holdings, Inc.
Cool Holdings is a Miami-based company that is the parent of Simply Mac, a chain of 41 retail stores operating in 17 states and an authorized reseller under the Apple Premier Partner program of Apple products and other high-profile consumer electronic brands. Additional information can be found on its website at www.coolholdings.com and www.simplymac.com.
All product names, logos, and brands are property of their respective owners. All company, product and service names used in this website are for identification purposes only. Use of these names, logos, and brands does not imply endorsement.
Contact:
Vernon A. LoForti, CFO
vern.loforti@coolholdings.com