UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Termination of Business Purchase Agreement
On June 29, 2022, the Board of Directors of B2Digital, Incorporated, a Delaware corporation (the “Company”), approved an agreement with ONE More Gym, an Indiana limited liability company ( “OMG”) and BHC Management LLC (“BHC”) pursuant to which the Business Purchase Agreement dated effective January 6, 2020 by, between, and among the Company, OMG and Brian Cox and Haley Cox was terminated effective as of June 1, 2022. Under the agreement, BHC agreed to pay to OMG $30,000 on June 4, 2022 and $10,000 on July 4, 2022. The fee for the termination of the BPA is $40,000 to be paid to the Company by OMG no later than July 5, 2022.
Business and Asset Purchase Agreements
On June 29, 2022, the Board of Directors of the Company approved the Business and Asset Purchase Agreement dated June 27, 2022, with One More Gym Merrillville LLC, OMG, and BHC pursuant to which the assets of One More Gym Merrillville LLC were sold with closing to occur on July 7, 2022. The purchase price for the assets is $15,000 payable upon closing.
Agreements to Transfer Interest in LLC
On June 29, 2022, the Board of Directors of the Company approved the Agreement to Transfer Interest in LLC with Brian Cox pursuant to which all of the equity interests in One More Gym Valparaiso LLC were sold to Brian Cox for $25,000 payable upon the closing date of July 7, 2022.
As a result of these transactions, the Company no longer owns ONE More Gym LLC (Kokomo) or One More Gym Merrillville LLC or One More Gym Valparaiso LLC.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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: July 6, 2022 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
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