8-K

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 2, 2022

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 2, 2022, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued a press release which announced starting this weekend (Friday, August 5), the B2 Fighting Series (B2FS) LIVE Event weekend schedule will feature Combat Sports events on both Friday and Saturday. 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 Company 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 2, 2022
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: August 2, 2022	By:	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer

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EX-99.1

Exhibit 99.1

B2 Digital Expands LIVE Events Strategy with New “Combat Sports Friday Nights” Featuring Top Former B2FS Stars

TAMPA, FL, August 2, 2022 (GLOBE NEWSWIRE) – B2Digital Incorporated (the “Company” or “B2Digital”) (OTCMKTS:BTDG), the premier development league for mixed martial arts (“MMA”), is excited to announce that, starting this weekend (Friday, August 5), the B2 Fighting Series (B2FS) LIVE Event weekend schedule will feature Combat Sports events on both Friday and Saturday: Going forward, every event weekend will kick off on Friday night with a special showcase of top fighting talent engaged in Professional Grappling, Kickboxing, and/or Boxing. That will be followed by a full B2FS MMA Fight Night event on Saturday night.

“Adding Combat Sports Friday Nights gives the fans something they want while roughly doubling the number of revenue-producing events we have each quarter despite having a minor impact on our costs – our fixed cost structure for any weekend B2FS event doesn’t change much whether we sell tickets for both Friday night and Saturday night or just for Saturday night,” noted Greg P. Bell, Chairman and CEO of B2 Digital. “It also gives us a great excuse to showcase some of the best talent that ever stepped into a B2 cage: our graduates. The best B2FS fighters eventually get called up to the big leagues to fight under the brightest lights in the sport. These Friday night events will offer them the chance to come back and thrill B2 fans once again.”

Management anticipates this new Live Event weekend schedule will carry advantages for both top- and bottom-line performance. The major costs involved in staging a new event have to do with traveling, transporting equipment, venue operations, equipment setup, and local marketing. These costs are relatively stable whether the company sells tickets for two nights of events or just one.

This model will also give the Company more content to monetize through other channels while nearly doubling the number of revenue-producing days over any given fiscal period.

In addition, the Company will be very excited to welcome many former B2FS superstars back under the B2 Fighting Series lights for these Combat Sports Friday night events. Some have already agreed to take part.

Bell continued, “As we exit the Gym and Fitness business to focus entirely on our LIVE Event strategy, the addition of star-studded combat sports events on Friday nights will help to drive accelerating revenue growth and to build out our fanbase by diversifying into Grappling, Kickboxing, and Boxing. At the same time, we should see improving margins on a per-Event-weekend basis and overall. Finally, we are in the process of developing some new and exciting ways to monetize the sharp jump in our base of produced combat sports content coming our way, and we will have more details related to this soon.”

About B2Digital Inc.
B2Digital (OTC: BTDG) is the premier development league for mixed martial arts (“MMA”). The Company 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 20 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.

For more information about B2Digital, visit the Company’s website at www.B2FS.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.B2FS.com

B2 Fighting Series Pay Per View Link
www.b2mma.com

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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

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XML

Cover	Aug. 02, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2022
Entity File Number	000-11882
Entity Registrant Name	B2Digital, Incorporated
Entity Central Index Key	0000725929
Entity Tax Identification Number	84-0916299
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4522 West Village Drive
Entity Address, Address Line Two	Suite 215
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33624
City Area Code	(813)
Local Phone Number	961-3051
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false