Sec Form 4/A Filing - SOL Global Investments Corp. @ Simply, Inc. - 2021-08-05

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SOL Global Investments Corp. 2. Issuer Name and Ticker or Trading Symbol Simply, Inc. [ SIMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 KING STREET, SUITE 5600 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2021 (Street) TORONTO, A6M5X 1C9 4. If Amendment, Date Original Filed (MM/DD/YY) 08/24/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Note $ 2.5 08/05/2021 P( 1 )( 3 ) 400,000 08/05/2021 02/05/2022 Common Stock 400,000 $ 1,000,000 ( 4 ) 1,600,000 D Warrants $ 2.75 08/05/2021 P( 2 )( 3 ) 400,000 02/05/2022 02/05/2025 Common Stock 400,000 $ 1,000,000 ( 4 ) 1,600,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOL Global Investments Corp. 100 KING STREET, SUITE 5600 TORONTO, A6M5X 1C9 X Signatures /s/ Andrew DeFrancesco 09/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 5, 2021, the Issuer executed an unsecured convertible note (the "Convertible Note") for the benefit of SOL Global Investment Corp. ("SOL"), entitling SOL to convert the principal amount of $1,000,000 and any accrued and unpaid interest under the Convertible Note into Common Stock at a conversion price of $2.50 per share. The Convertible Note matures on February 5, 2022. ( 2 )On August 5, 2021, the Issuer and SOL entered into a warrant agreement, granting SOL 400,000 warrants, which it may convert into up to 400,000 shares of Common Stock at an exercise price of $2.75 per share. ( 3 )The Form 4 filed on August 24, 2021 with respect to the transactions disclosed herein incorrectly provided "A" as the transaction code. The correct transaction code is "P", as provided in this amended Form 4. ( 4 )The aggregate consideration for the Convertible Note and the Warrant Agreement was $1,000,000.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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