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): August 5, 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 August 5, 2021, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued a press release which announced unaudited performance metrics for July 2021. 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, 2021, 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 August 5, 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: August 5, 2021 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
Exhibit 99.1
B2Digital Posts Breakout July Results in Record Month
Company Continues to See Acceleration, with Records Results Across All Major Metrics in July
TAMPA, FL, August 5, 2021 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE – B2Digital, Incorporated (the “Company” or “B2Digital”) (OTCMKTS:BTDG), the premier development league for mixed martial arts (“MMA”), is pleased to report unaudited performance metrics for July 2021, featuring breakout growth in both the Live Event and One More Gym segments.
Highlights for July 2021 (unaudited)
| • | Total Revenues of $301k during July 2021 | |
| • | Live Event Segment Revenues of $166k during July 2021 | |
| • | One More Gym Revenues of $135k during July 2021 | |
| • | July Total Revenues up 692% on year-over-year basis (compared to July 2020) | |
| • | July Total Revenues up 66% on sequential monthly basis (compared to June 2021) | |
| • | Gross Margins at 65% during July 2021 | |
| • | On pace for record results this quarter in every major performance metric tracked by the Company |
“We are experiencing exponential growth right now as we start to see the pay-off of synergies built into our model driven by simultaneous growth from brand expansion, acquisitions, organic growth, and exogenous tailwinds,” remarked Grep P. Bell, CEO of B2 Digital.
Management notes that an aggressive July schedule in the Live Events segment helped to drive results. However, even after normalizing for that variable, per-event revenues came in at a new Company record in July, and the One More Gym segment posted 29% sequential monthly growth on purely organic apples-to-apples expansion in the core business.
July was also an excellent benchmark month for grading the Company’s ability to scale its business without sacrificing profitability. Gross Margins came in at a robust 65% during the month, which exceeded internal expectations. This factor is also now being aided by initial growth in sponsorship fees as a revenue channel as the Company begins to attract a growing market in sponsors at its live events.
Bell added, “Sponsors are a tremendous brand barometer, and sponsorship fees are probably the most desirable form of revenues on the Live Event side because they’re pure gravy. Overall, results in July were excellent and put us ahead of schedule this year, and with strong momentum in place. We have several major deals in the works that carry the potential to further drive results this quarter and through year end, and I look forward to giving our shareholders more details very soon.”
About B2Digital Inc.
B2Digital (OTC: BTDG) is the premier development league for mixed martial arts (“MMA”). The Company operates in two major branded segments: The B2 Fighting Series and The ONE More Gym Official B2 Training Facilities Network. The Company primarily derives revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.
The Live Events segment (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this segment. The Company also plans to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 12 US states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate. The Company now operates at a pace of more than 40 events per year.
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The Fitness Facility segment operates primarily through the ONE More Gym Official B2 Training Facilities Network. The Company currently operates five ONE More Gym locations, with plans to continue to scale up this segment at a pace of 4-8 new locations per year. ONE More Gym locations include specialized MMA training resources and serve a recruiting function for the Company's Live Events segment.
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
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