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): March 1, 2022
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. |
Effective March 1, 2022, B2Digital, Incorporated, a Delaware corporation (the “Company”) entered into the Chairman of the Board and Chief Executive Officer & President Agreement (the “Agreement”) 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 23, 2020. 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 a monthly salary of $15,000.
The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| 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 February 24, 2022, with Mr. Bell abstaining, pursuant to the terms of the Agreement, 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 one hundred and twenty (120) 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 eight (8) shares of the Corporation’s common stock.”
The amendment to the Certificate of Designation for the Series B Convertible Preferred Stock is included herewith as Exhibit 3.1.
| 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 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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: March 2, 2022 | 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. The Corporation filed an amendment to the Certificate of Designation in the office of the Secretary of State of Delaware on December 2, 2020.
3. The Corporation filed an amendment to the Certificate of Designation in the office of the Secretary of State of Delaware on July 30, 2021.
4. As of the date hereof 40,000,000 shares of Series B Preferred Stock are issued and outstanding.
5. 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 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 Preferred Stock of the Corporation.
6. The sole holder of the Series B Preferred Stock of the Corporation approved the resolution setting forth an amendment to the Certificate of Designation of Series B 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 one hundred and twenty (120) 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.”
| 1 |
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 eight (8) shares of the Corporation’s common stock.”
7. This Certificate of Amendment to Certificate of Designations was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 24th day of February, 2022.
| B2DIGITAL, INCORPORATED | |||
| By: |
/s/ Greg P. Bell | ||
| Name: | Greg P. Bell | ||
| Title: | Chief Executive Officer | ||
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