UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On July 16, 2021, the board of directors of B2Digital, Incorporated, a Delaware corporation (the “Company”), and the holder of the Series B Preferred Stock 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 eighty (80) 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 four (4) shares of the Corporation’s common stock.”
The amendment was filed on July 30, 2021; however, the Company did not receive the file-stamped document from the State of Delaware until August 25, 2021
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 |
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
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Date: August 25, 2021 | By: | /s/ Greg P. Bell |
Greg P. Bell, Chief Executive Officer |