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): January 6, 2021
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 7.01 | Regulation FD Disclosure. |
On January 6, 2021, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued press release which announced that the Spring 2021 B2 Fighting Series schedule. 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated January 6, 2021 |
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.
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B2Digital, Incorporated
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| Date: January 6, 2021 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
Exhibit 99.1
B2Digital Announces Spring 2021 MMA and Grappling Live Event Season Schedule
TAMPA, FL, January 6, 2021 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE – B2Digital Incorporated (the “Company” or “B2Digital”) (OTCMKTS:BTDG), the premier development league for mixed martial arts (“MMA”), is excited to announce the Company’s new LIVE Event Spring 2021 Season Schedule, packed with a mix of seventeen (17) Fighting and Grappling showcases set to take place across a diverse pool of metropolitan markets in eight (8) top fighting U.S. states.
“We will continue to emphasize our emerging model, which is heavy on pay-per-view marketing and delivery, relies very little on in-person attendance, and creates layers of value that can be monetized over time in our One More Gym roll-up strategy,” commented Greg P. Bell, CEO of B2 Digital.
Management notes that the Company successfully navigated a very challenging context in 2020, driving record growth and topline performance by balancing live event media distribution, fitness facility revenue growth, grass roots marketing, and new over-the-top (“OTT”) content delivery solutions to produce accelerating growth and performance.
As 2021 gets underway, the Company is poised to continue those successful trends as it embarks on its most ambitious live event schedule ever while adding new fitness facilities to its branded One More Gym network to drive operational cash flows.
B2 Digital’s Live MMA and Grappling Event Series, Spring 2021 Season Schedule (subject to change):
| Date | Fight Group | Location |
| Jan 23 | Strikehard Productions | Trussville, Alabama |
| Feb 06 | HRMMA | Shepardsville, Kentucky |
| Feb 20 | Coliseum Combat | Kokomo, Indiana |
| Feb 26 | HRMMA | Bowling Green, Kentucky |
| Feb 27 | B2 Grappling Series | Orlando, Florida |
| Feb 27 | HRMMA | Bowling Green, Kentucky |
| Mar 06 | Strikehard Productions | Chattanooga, Tennessee |
| Mar 13 | Pinnacle Combat | Cedar Rapids, Iowa |
| Mar 20 | B2 Grappling Series | Hammond, Indiana |
| Apr 10 | Coliseum Combat | Kokomo, Indiana |
| Apr 17 | Strikehard Productions | Macon, Georgia |
| Apr 24 | HRMMA | Lexington, Kentucky |
| May 01 | Strikehard Productions | Jackson, Mississippi |
| May 08 | HRMMA | Covington, Kentucky |
| May 22 | Strikehard Productions | Birmingham, Alabama |
| May 29 | B2 Grappling Series | Nashville, Tennessee |
| May 29 | HRMMA | Nashville, Tennessee |
“We are fired up about returning to exciting live events to kick off the new year, and we have a tremendous action-packed schedule set to roll out in 2021,” added Bell. “We have been fortunate during the past year to be in a position to capitalize on distressed asset opportunities while maintaining our brand positioning in the process. Now that we are closing in on the re-emergence of a more normal operating environment, those investments stand to pay off for our shareholders in 2021, both in terms of our live events and our fitness facilities.”
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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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