Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Simply Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
82901A105
(CUSIP Number)
Andrew DeFrancesco, Suite 5600, 100 King Street West, Toronto, ON, Canada, M5X 1C9, 1-646-508-1721
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 17, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
NAMES OF REPORTING PERSONS SOL Global Investments Corp. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions) WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 |
SOLE VOTING POWER 224,194 |
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8 |
SHARED VOTING POWER - |
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9 |
SOLE DISPOSITIVE POWER 224,194 |
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10 |
SHARED DISPOSITIVE POWER - |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 224,194 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.036% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) CO |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOL Verano Blocker 1 LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions) WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 |
SOLE VOTING POWER 882,759 |
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8 |
SHARED VOTING POWER - |
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9 |
SOLE DISPOSITIVE POWER 882,759 |
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10 |
SHARED DISPOSITIVE POWER - |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 882,759 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.019% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) CO |
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This amendment to the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on May 3, 2021 (the "Original Filing") is being filed on behalf of SOL Global Investments Corp., an Ontario corporation ("SOL"), and SOL Verano Blocker 1 LLC, a Delaware Limited Liability Company ("SVB1"). This amendment seeks to correct the attribution of purchases and sales of the Issuer's securities made between March 18, 2021 and March 26, 2021, as reported in tabular format under Item 5 of the Original Filing. Such purchases and sales were incorrectly attributed to SOL in the Original Filing. This amendment correctly attributes such purchases and sales to SVB1.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
The aggregate percentage of securities reported owned by the Reporting Persons herein is based upon 11,009,022 shares outstanding, which is the total number of shares outstanding as of December 14, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 14, 2020.
SOL Global Investments Corp.
(a) Amount beneficially owned: 224,194
(b) Percent of class: 2.036%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 224,194
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 224,194
(iv) Shared power to dispose or to direct the disposition of: 0
During the past sixty days since March 17, 2021, SOL engaged in the following transactions of the Issuer's securities:
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Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
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Purchase of Common Stock |
57,000 |
$3.465 |
01/20/2021 |
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Sale of Common Stock |
(50,000) |
$3.70 |
01/22/2021 |
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Purchase of Common Stock |
68,255 |
$3.84 |
01/22/2021 |
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Purchase of Common Stock |
80,416 |
$4.096 |
01/25/2021 |
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Purchase of Common Stock |
63,902 |
$4.466 |
01/29/2021 |
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Purchase of Common Stock |
21,935 |
$4.055 |
02/12/2021 |
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Sale of Common Stock |
(42,039) |
$2.985 |
03/11/2021 |
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Sale of Common Stock |
(200,000) |
$3.00 |
03/12/2021 |
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Sale of Common Stock |
(100,000) |
$4.00 |
03/17/2021 |
SOL Verano Blocker 1 LLC
(a) Amount beneficially owned: 882,759
(b) Percent of class: 8.019%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 882,759
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 882,759
(iv) Shared power to dispose or to direct the disposition of: 0
During the past sixty days since March 17, 2021, SVB1 engaged in the following transactions of the Issuer's securities:
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Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
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Purchase of Common Stock |
3,001 |
$2.00 |
03/08/2021 |
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Purchase of Common Stock |
5,326 |
$2.735 |
03/11/2021 |
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Purchase of Common Stock |
500,000 |
$3.00 |
03/12/2021 |
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Purchase of Common Stock |
2,650 |
$3.00 |
03/12/2021 |
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Purchase of Common Stock |
8,010 |
$3.596 |
03/15/2021 |
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Purchase of Common Stock |
4,490 |
$3.469 |
03/15/2021 |
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Purchase of Common Stock |
701 |
$3.250 |
03/15/2021 |
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Purchase of Common Stock |
42,481 |
$3.849 |
03/16/2021 |
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Purchase of Common Stock |
316,100 |
$4.039 |
03/17/2021 |
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Purchase of Common Stock |
52,694 |
$4.376 |
03/18/2021 |
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Purchase of Common Stock |
58,952 |
$4.644 |
03/19/2021 |
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Purchase of Common Stock |
2,001 |
$5.00 |
03/23/2021 |
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Purchase of Common Stock |
22,000 |
$4.975 |
03/24/2021 |
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Sale of Common Stock |
(95,000) |
$5.010 |
03/26/2021 |
Each Reporting Person, as a member of a "group" with the other Reporting Person for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares directly owned by the other Reporting Person. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 17, 2021
| SOL Global Investments Corp. | |||
| By: | /s/ Andrew DeFrancesco | ||
| Andrew DeFrancesco | |||
| Chief Executive Officer | |||
| SOL Verano Blocker 1 LLC | |||
| By: | /s/ Andrew DeFrancesco | ||
| Andrew DeFrancesco | |||
| Manager | |||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).