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.

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