Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2023, Simplicity Esports and Gaming Company (the "Company") filed a certificate of amendment (the "Amendment") to its third amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation"), to increase the Company's authorized shares of common stock, $0.0001 par value per share ("Common Stock"), from 36,000,000 to 250,000,000 (the "Increase in Authorized Shares"). Accordingly, following the filing of the Amendment, the Company has 250,000,000 authorized shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share.

The description of the Amendment is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
Number    Description

3.1         Certificate of Amendment, filed on January 20, 2026.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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