UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 29, 2020

 

B2Digital, Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware   000-11882   84-0916299
(State or Other Jurisdiction   (Commission File   (I.R.S. Employer
of Incorporation)   Number)   Identification Number)

 

4522 West Village Drive, Suite 215, Tampa, FL 33624
(Address of principal executive offices, including zip code)

 

(813) 961-3051

(Registrant’s telephone number,

including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company     

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

 

 

 

     
 

 

Item 1.01 Entry Into A Material Definitive Agreement.

 

On November 29, 2020, with Greg P. Bell abstaining, the board of directors of B2Digital, Incorporated, a Delaware corporation (the “Company”) approved the Chairman of the Board and Chief Executive Officer & President Agreement (the “Agreement”) dated effective November 23, 2020 with Greg P. Bell, the Company’s Chairman of the Board, CEO, and President. The Agreement supersedes the previous agreement of the same title dated effective November 24, 2017. The term of the Agreement is until Mr. Bell is removed from his executive positions by 80% of the voting control of the Company unless Mr. Bell is legally incapacitated (until legal capacity is regained), as determined by a court of competent jurisdiction or upon Mr. Bell’s death. Mr. Bell can terminate the agreement upon three months’ prior written notice to the Company.

 

Pursuant to the Agreement, Mr. Bell is entitled to an annual salary of $120,000 and Mr. Bell was also issued 40,000,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Pursuant to the Agreement, effective November 23, the Company issued to Mr. Bell 40,000,000 shares of the Series B Preferred Stock. This issuance was exempt under Rule 506(b) under Regulation D. Mr. Bell is an “accredited investor” as defined in Rule 501 under the Securities Act. The Company did not engage in any general solicitation or advertising in connection with the issuance of the Preferred Stock. No selling commissions were paid in connection with the issuance of the Preferred Stock.

 

Item 5.01 Changes in Control of Registrant.

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Prior to the issuance of the Series B Preferred Stock to Mr. Bell, based on 707,413,262 shares of the Company’s Common Stock as of November 2, 2020 (as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020), 2,000,000 shares (or 480,000,000 votes) of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and no shares of the Company’s Series B Preferred Stock issued and outstanding:

 

  · Mr. Bell beneficially owns 145,045,202 shares of the Company’s Common Stock (representing 145,045,202 of 1,187,413,262 votes or 12.22%); and

 

  · Mr. Bell beneficially owns 850,000 shares of the Company’s Series A Preferred Stock (representing 204,000,000 of 1,187,413,262 votes or 17.18%).

 

After the issuance of the shares of Series B Preferred Stock to Mr. Bell, based on 707,413,262 shares of the Company’s Common Stock as of November 2, 2020 (as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020), 2,000,000 shares (or 480,000,000 votes) of the Company’s Series A Preferred Stock, and 40,000,000 shares of the Company’s Series B Preferred Stock issued and outstanding:

 

  · Mr. Bell beneficially owns 145,045,202 shares of the Company’s Common Stock (representing 145,045,202 of 1,987,413,262 votes or 7.30%);

 

  · Mr. Bell beneficially owns 850,000 shares of the Company’s Series A Preferred Stock (representing 204,000,000 of 1,987,413,262 votes or 10.26%); and

 

  · Mr. Bell beneficially owns 40,000,000 shares of the Company’s Series B Preferred Stock (representing 800,000,000 of 1,987,413,262 votes or 40.25%).

 

 

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

On November 29, 2020, the board of directors of the Company approved the filing of an amendment to the Certificate of Designation of the Series B Convertible Stock pursuant to which the section titled “Voting, Liquidation, Dividends, and Redemption” was revised to the following:

 

Voting, Liquidation, Dividends, and Redemption. On all matters to be voted on by the holders of Common Stock, the Holders of Series B Preferred Stock shall be entitled to twenty (20) votes for each share of Series B Preferred Stock held of record. On all such matters, the holders of Common Stock and the Holders of Series B Preferred Stock shall vote together as a single class. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series B Preferred Stock shall not be subject to adjustments unless specifically authorized. The shares of Series B Convertible Preferred Stock shall (i) not have a liquidation preference; (ii) not accrue, earn, or participate in any dividends; and (iii) not be subject to redemption by the Corporation.”

 

The section titled “Conversion” was revised to the following:

 

Conversion. Twelve (12) months following the original issuance date, but not before, each outstanding share of Series B Convertible Preferred Stock may be converted, at the option of the holder, into two (2) shares of the Corporation’s common stock.”

 

Item 7.01 Regulation FD Disclosure.

 

On December 3, 2020, the Company issued press release which announced the Company’s outlook and the accelerating organic and strategic growth underway in its gym segment, as well as its performance related to this strategy during the three months ended September 30, 2020, and the Company’s expectations for related performance during the current quarter ending December 31, 2020, and beyond. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.

 

The press release may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.

 

 

 

 

 

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Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No. Description
3.1 Amendment to Certificate of Designation for Series B Convertible Preferred Stock
99.1 Press Release dated December 3, 2020

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

B2Digital, Incorporated

 

   
Date: December 3, 2020 By: /s/ Greg P. Bell
    Greg P. Bell, Chief Executive Officer

 

 

 

 

 

 

 

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF DESIGNATION

OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

B2DIGITAL, INCORPORATED

 

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

 

B2Digital, Incorporated (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

1.                   That by resolution of the Board of Directors of the Corporation, and by a Certificate of Designation filed in the office of the Secretary of State of Delaware on July 5, 2006, the Corporation authorized a series of 40,000,000 shares of Series B Convertible Preferred Stock, par value $0.00001 per share, of the Corporation (the “Series B Preferred Stock”) and established the powers, preferences and rights of the Series B Preferred Stock and the qualifications, limitations and restrictions thereof.

 

2.                   As of the date hereof no shares of Series B Preferred Stock are outstanding and no shares of Series B Preferred Stock have been issued.

 

3.                   That pursuant to the authority conferred on the Board of Directors of the Corporation by its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolution setting forth an amendment to the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation. The resolution setting forth the amendment is as follows:

 

RESOLVED: That the section of the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation titled “Voting, Liquidation, Dividends, and Redemption” be revised in its entirety and that the following paragraph be inserted in lieu thereof:

 

Voting, Liquidation, Dividends, and Redemption. On all matters to be voted on by the holders of Common Stock, the Holders of Series B Preferred Stock shall be entitled to twenty (20) votes for each share of Series B Preferred Stock held of record. On all such matters, the holders of Common Stock and the Holders of Series B Preferred Stock shall vote together as a single class. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series B Preferred Stock shall not be subject to adjustments unless specifically authorized. The shares of Series B Convertible Preferred Stock shall (i) not have a liquidation preference; (ii) not accrue, earn, or participate in any dividends; and (iii) not be subject to redemption by the Corporation.”

 

RESOLVED: That the section of the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation titled “Conversion” be revised in its entirety and that the following paragraph be inserted in lieu thereof:

 

Conversion. Twelve (12) months following the original issuance date, but not before, each outstanding share of Series B Convertible Preferred Stock may be converted, at the option of the holder, into two (2) shares of the Corporation’s common stock.”

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 23rd day of November, 2020.

 

     
B2DIGITAL, INCORPORATED
   
By:  

/s/ Greg P. Bell

Name:   Greg P. Bell
Title:   Chief Executive Officer

 

Exhibit 99.1

 

B2Digital Reports 126% Q/Q Topline Growth, Projects Current Quarter Acceleration, Major Expansion in Fitness Facility Strategy

 

 

TAMPA, FL, December 3, 2020 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE – B2Digital Incorporated (the “Company” or “B2Digital”) (OTCMKTS:BTDG), the premier development league for mixed martial arts (“MMA”), is excited to update shareholders on the Company’s outlook and the accelerating organic and strategic growth underway in its Gym segment, as well as its performance related to this strategy during the three months ended September 30, 2020, and its expectations for related performance during the current quarter ending December 31, 2020, and beyond.

 

Note that projections and guidance outlined below assume an absence of further regulatory lockdowns related to Covid-19 as well as the widespread distribution of a safe and effective vaccine during 2021.

 

“Based on the strategy we have in place – and the assumption that we don’t see major new pandemic-related shutdowns that impact the business – we are targeting $4-5 million on the topline over the rolling forward next twelve months,” commented Greg P. Bell, CEO of B2Digital. “This is based on the growth we are seeing now and the continued successful implementation of the company’s roll-up strategy in our Fitness Facility segment, which is the real breadwinner in our broad vision. We are already on pace to more than double the topline on a sequential quarterly basis into year-end.”

 

During the three months ended September 30, 2020, B2Digital saw a 76% jump in Gym revenues on a sequential quarterly basis. In addition, the Company increased overall revenues across segments totaling topline growth on a sequential quarterly basis during the quarter of 126%. Management also notes that, based on performance thus far and an assumption of no new pandemic-related shutdowns relevant to its current fitness facility operations, it projects a pace to achieve double the top line revenue in Q3 compared to Q2 of this year for the three months ending December 31, 2020.

 

In addition, the Company plans to continue its roll-up strategy in the fitness facility market over the coming twelve months. The Company’s objective is to acquire one to two new gym facilities every quarter with our goal to increase these acquisitions as the spread of Covid-19 decreases nationally. Thus far, each acquisition the Company makes in the fitness facility space is believed to represent at least $400K per year in rolling forward next twelve-month revenues based on past historical performance.

 

At this pace, given current metrics and assumptions, including no major return of mandated pandemic-related shutdowns relevant to its current fitness facilities, the Fitness Facility segment could achieve just shy of $4 million in revenues over the rolling forward next twelve months if the company’s acquisition objectives are executed as planned. Paired with a conservative assumption of $75K - $100K in monthly revenues from its live MMA events, encompassing 3 planned fights a month at current revenue achievement rates per fight, the Company believes it has the potential to achieve total revenues of at least $4 to $5 million over the rolling forward twelve months.

 

“Each acquisition we make in the Fitness Facility space is boosted by our established brand identity as a leader in the MMA space, which is supported by our positioning and our highly visible PPV events as the top development league in mixed martial arts,” continued Bell. “Thus far, we have demonstrated a capacity to locate and capitalize on undervalued assets in the fitness facility space, amplifying performance in these assets when we bring them on board. Our broad vision includes a process of expansion on a regional and eventually national basis, driving value through association with our strong and growing brand. So far, our metrics over recent months unambiguously support this thesis.”

 

 

 

 

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About B2Digital Inc.

With extensive background in entertainment, television, video, and technology, B2Digital (OTC: BTDG) is now forging ahead and becoming a full-service live event sports company. Capitalizing on the combination of B2Digital CEO Greg P. Bell’s expertise and involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, B2Digital is in the process of developing and acquiring MMA and sports-related companies to build an integrated Premier Development League, Expand the B2 Official Training Facility Program Network and Continue the growth of the B2 Social Media Network for the multibillion-dollar mixed martial arts (“MMA”) industry. 

 

B2Digital intends to create and develop league champions that will move on to the MMA major leagues from the Company’s B2 Fighting Series brand. Each year, the top fighters will be invited to the annual B2 Fighting Series National Championship live event.

 

B2Digital has developed and deployed the systems and technologies for the operation of the B2 Fighting Series, “B2FS”. This includes social media marketing, event management, digital ticketing sales, digital video distribution, digital marketing, PPV, FTV (Free to View), merchandise sales, brand management and financial control systems. B2Digital owns all rights for TV, internet, social media, media, merchandising and trademarks, and branding for the B2Digital companies.

 

For more information about B2Digital, visit the Company’s website at www.b2digitalotc.com.

 

B2Digital has a growing social media presence. Follow us on:

Twitter: @B2digitalOTC

Facebook: https://m.facebook.com/b2digitalotc/

 

B2Digital: MMA’s Premier Development League

www.b2digitalotc.com

 

B2 Fighting Series Pay Per View Link

www.b2mma.com

 


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the securities laws. These statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

 

For more information, please contact:

information@b2fs.com

 

Public Relations:

Tiger Marketing & Branding Agency

info@TigerGMP.com

www.TigerGMP.com

 

 

 

 

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