Management Change/Compensation Form 8 K

Item 5.01 Change in Control of Registrant.

On or about April 24, 2024, pursuant to the Assignment Agreement by and between James Hiza and Roman Franklin, dated as of April 24, 2024 (the "Assignment Agreement"), Roman Franklin assigned and sold one share of the Series X Convertible Preferred Stock, par value $0.0001 per share (the "Series X Stock"), of Simplicity Esports and Gaming Company, a Delaware corporation (the "Company"), to James Hiza for a purchase price of $1.00. As such, James Hiza acquired control of the Company from Roman Franklin. The Certificate of Designations of Preferences and Rights of Series X Convertible Preferred Stock (the "Certificate of Designation") states the rights and preferences of the holder of the Series X Stock.

Pursuant to the Certificate of Designation, the one share of Series X Stock has a number of votes at any time equal to the (i) the total number of votes then held or entitled to be made by all other securities of the Company, including, without limitation, the common stock, par value $0.0001 per share, of the Company (the "Common Stock"), debt securities of the Company or pursuant to any other agreement, contract or understanding of the Corporation, plus (ii) one (1) vote.

As a result of the assignment, a change in control of the Company to Mr. Hiza occurred.

The information set forth under Items 5.02 this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

The forgoing summaries of the material terms of the Assignment Agreement and Certificate of Designation are qualified in their entirety by the full text of the agreement and certificate, copies of which are filed herewith as Exhibits 3.1 and 4.1, respectively.