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 18, 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 March 18, 2021, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued press release which announced the results from the live event held the prior weekend in Cedar Rapids, Iowa. 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 March 18, 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.
|
B2Digital, Incorporated
| ||
| Date: March 18, 2021 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
Exhibit 99.1
B2Digital’s B2 Fighting Series Books Another Sold-Out MMA Success and New Record Fight Night Profitability in Cedar Rapids
TAMPA, FL, March 18, 2021 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE – B2Digital Incorporated (the “Company”, “B2”, or “B2Digital”) (OTCMKTS:BTDG), the premier development league for mixed martial arts (“MMA”), is excited to announce that the B2 Fighting Series witnessed another stunning night of MMA action in front of a sold-out crowd over the weekend in Cedar Rapids, Iowa.
In-person tickets sold out for the event and pay-per-view ticket sales continued to demonstrate a robust upward trend, producing the Company’s best performance in terms of post-pandemic-onset Fight Night single-day revenues and a new Company record in Fight Night margins.
“From top to bottom, this was one of the most exciting B2 Fighting Series events of the year,” commented Brandon ‘Hardrock’ Higdon, the B2 Fighting Series Matchmaker. “We had something for everyone: stunning knock outs, skillful submissions, high-suspense decisions. The sold-out crowd was amazing, and the fighters made sure they got their money’s worth. Nate Williams will be memorable after his body slam knock out. Seth Konen & Bryce Sines both scored crazy walk-off knock outs while standing. Charity LaBuy & Kris Williams both showed dangerous submission skills with first round tap-outs. It was a great night of fights, and I’m super proud of each and every one of the fighters on this card. They all showed up and put it on the line to give our fans a night they’ll never forget.”
The B2 Fighti
ng Series will be back in action next month on April 10 in Kokomo, Indiana for another hard-hitting MMA event. That event will kick-off an unprecedented stretch of major MMA events for the Company that will run through the month of May.
For those who missed out on Saturday’s live event, a replay is now available to watch on the B2 Fighting Series OTT Apps: Apple TV and Amazon Fire.
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