8-K

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 26, 2021 (January 21, 2021)

_________________________________________

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.)

 2001 NW 84^th Avenue

Miami, FL 33122
(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 1.01. Entry into a Material Definitive Agreement.

On January 21, 2021, Simply Mac, Inc., a wholly owned subsidiary of Simply, Inc. (the “Company”), entered into an unsecured promissory note (the “Short-Term Note”) with Taylor Capital LLC (“Taylor Capital”), as the lender.  Pursuant to the terms of the Short-Term Note, the Company borrowed $400,000 from Taylor Capital.  The Short-Term Note matures, and becomes due and payable in full, on April 21, 2021 together with a one-time fee of $20,000 plus accrued interest at the rate of 18% per annum compounded monthly.  In the event of default, in addition to the Loan Fee, interest shall accrue on the unpaid principal amount outstanding under the Short-Term Note at the rate of 36% per annum until it is repaid in full.  The Short-Term Note contains other customary terms and conditions for an agreement of its type.  Taylor Capital is wholly owned by Kevin Taylor, the chairman of the Company’s Board of Directors.  The transaction was approved by both the board of directors and audit committee of the Company, with Mr. Taylor abstaining.

The foregoing description of the Short-Term Note does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
10.1	Unsecured Promissory Note issued January 21, 2021 by Simply Mac, Inc. in favor of Taylor Capital LLC with a principal face amount of $400,000.

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 26, 2021	By:	/s/ Vernon A. LoForti
			Vernon A. LoForti
			Chief Financial Officer

EX-10.1

Exhibit 10.1

PROMISSORY NOTE

PrincipalAmount:U.S.$400,000Issue Date: January 21,2021

Due: April 21,2021

FOR VALUE RECEIVED Simply Mac, Inc. (the “Issuer”), a corporation registered at 155 N. 400 W., Suite 170, Salt Lake City, UT 84103, hereby acknowledges itself indebted to and promises to pay on or before April 21, 2021 to or to the order of Taylor Capital LLC (the “Holder”), in accordance with the provisions contained herein at the Holder’s office at 80 Compass Lane, Fort Lauderdale, FL 33308, or at such other place as the Holder may from time to time designate by notice in writing to the Issuer, the principal amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000) in lawful money of the United Stated of America (the “Principal Amount”), together with interest as provided for in this Promissory Note.

1.INTEREST RATE ANDFEES

The Issuer shall pay the Holder interest on the Outstanding Principal Obligations calculated dailybased on the actual number of days elapsed in a year of 365 or 366 days (as applicable) and compounded monthly and payable in arrears from the date of the advance of the Principal Amount until the date due to be repaid at a rate equal to eighteen percent (18%) perannum.

Prior to an Event of Default, interest shall be paid on the Maturity Date on the Outstanding Principal Obligations and shall accrue to and including the Maturity Date.

Theinterestrateuponaneventofdefaultbeingfailuretopayanymoniesasandwhendueshallbe36% per annum. All payments received under this Promissory Note shall be applied first to the payment of interest and remaining amounts to the payment ofprincipal.

The Issuer shall pay the Holder a commitment fee in the amount of $20,000 which shall be capitalized and added to the advance account of $400,000, collectively called the Principal Amount.

Where the rate of interest payable under this Promissory Note is found by a competent court of law, governmental agency or other tribunal to exceed the maximum rate of interest permitted by the laws of anyapplicablejurisdictionortherulesorregulationsofanyappropriateregulatoryauthority,thenduring thetimethattherateofinterestwouldexceedthepermissiblelimit,thatportionofeachinterestpayment attributable to the portion of the interest rate that exceeds the permissible limit shall be deemed to be a voluntary repayment of principal owinghereunder.

2.OPTIONALPREPAYMENT

The Issuer (provided that the Issuer is not in default hereunder) shall have the right to prepay all or part of the Outstanding Principal Obligations, together with accrued interest thereon to the date of such prepaymentandany otheramountsoutstanding,at anytimeorfromtimetotime,without

penalty,upon ten (10) Banking Days’ prior written notice to the Lender. Any pre-payment of Outstanding Principal Obligations shall be a permanent reduction in the Loan and cannot be advanced again to theBorrower.Notwithstanding anything contained herein to the contrary, partial prepayments must be in amounts of not less than $50,000.00.

3.COLLECTIONEXPENSES

The Issuer promises to pay all costs and expenses incurred by the Holder in collecting any amount due underthisPromissoryNoteandinenforcingitsrightshereunderandunderanysecuritygrantedorissued to the Holder by the Issuer, including, without limitation, the fees and disbursements of counsel to the Holder on a solicitor and his own client basis (the “Collection Costs”). Any Collection Costs that are not paid immediately by the Issuer shall be added to the Principal Amount and shall bear interest at the Default InterestRate.

4.WAIVER OF PRESENTMENT FOR PAYMENT,ETC.

The Issuer hereby waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Promissory Note and waives any defences based upon indulgences which may be granted by the Holder to any party liable hereunder.

5.DEFINITIONS

For the purpose of this Promissory Note:

“Business Day” means a day on which banks are generally open for business in Fort Lauderdale, Florida which is not a Saturday or Sunday;

“Holder” means Taylor Capital LLC, its successors and each subsequent holder of this Promissory Note;

“Issue Date” means the date of issue of this Promissory Note stated on the face page of this Promissory Note;

“Maturity Date” means April 21, 2021;

“Outstanding Principal Obligations” means, at any time, the aggregate principal amount of all Advances made by the Holder to the Issuer hereunder, outstanding at such time;

“successor” of a party hereto (the “relevant party”) shall be construed so as to include (i) any amalgamated or other body corporate of which the relevant party or any of its successors is one of the amalgamating or merging bodies corporate, (ii) any body corporate resulting from any court approved arrangement of which the relevant party or any of its successors is party, (iii) any person to whom all or substantially all the undertaking, business and assets of the relevant party is transferred, (iv) any body corporateresultingfromthecontinuanceoftherelevantpartyoranysuccessorofitunder the laws of another jurisdiction of incorporation and (v) any successor (determined as aforesaid or in any similar or comparable procedure under the laws of any other jurisdiction) of any person referred to in clause (i), (ii), (iii) or (iv) of thisdefinition.

6.NOTICES

Anydemand,noticeorothercommunicationinconnectionwiththisPromissoryNoteshallbeinwriting and shall be personally delivered to the addressee or sent by telefacsimile, charges prepaid, or by electronictransmissionatortotheaddressofeachpartysetoutonthefirstpageofthisPromissoryNote or to such other address or addresses, telefacsimile number or numbers or email address or addresses as any party may from time to time designate to the other parties in such manner. Any demand or notice whichispersonallydeliveredasaforesaidshallbedeemedtohavebeenvalidlyandeffectivelygivenon the date of such delivery if such date is a Business Day and such delivery was made prior to 2:00 p.m. EST; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next followingsuchdateofdelivery.Anydemandornoticewhichistransmittedbytelefacsimileorelectronic transmission shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was made prior to 2:00 p.m. EST; otherwise, it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

7.ASSIGNMENT

The Holder shall be entitled to assign any or all of its rights under this Promissory Note to any other Person without the prior consent of the Issuer. The Issuer shall not assign all or any of any of its rights or obligations under this Promissory Note.

8.GENERALPROVISIONS

The extension of the time for making any payment which is due and payable hereunder at any time or times or the failure, delay or omission on the part of the Holder to exercise or enforce any rights or remedies which it may have hereunder or under any instrument securing payment of the indebtedness hereunder shall not constitute a waiver of the right of the Holder to enforce such rights and remedies. This Promissory Note shall be binding upon the successors and permitted assigns of the Issuer. Time is expressly made of the essence with respect to each and every term and provision of this Promissory Note. This Promissory Note shall be governed by and construed in accordance with the Florida laws and the laws of the United Stated of America applicable therein. Any provision hereof which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. This Promissory Note may be modified or amended only if the Issuer and the Holder so agree in writing. The obligations hereunder of the Issuer shall be paid by the Issuer without regard to any equities between the Issuer and Holder or any right of set-offorcounterclaim.AnyindebtednessowingbytheHoldertotheIssuer,directorindirect,extended or renewed, actual or contingent, matured or not, may be set off or applied against, or combined with, theobligationsoftheIssuerhereunderbytheHolderatanytime,eitherbeforeoraftermaturity,without demand upon or notice to anyone. The Issuer shall take such action and execute and deliver such documentsastheHoldermayreasonablyrequestfromtimetotimetogiveeffecttotheterms,conditions, provisions, purpose and intent of this PromissoryNote.

IN WITNESS WHEREOF, the Issuer has caused this Promissory Note to be duly executed and delivered as of the Issue Date.

SIMPLY MAC, INC.

/s/ Vernon A. LoForti

Vernon A. LoForti

Chief Financial Officer