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 31, 2020
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 31, 2020, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued press release which announces Strikehard 55 LIVE results. 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 August 31, 2020 |
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 31, 2020 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
Exhibit 99.1
B2Digital Celebrates Successful Live MMA Event as Sold-Out Strikehard 55 Draws Record PPV Audience
TAMPA, FL, August 31, 2020 (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 that Strikehard 55 LIVE was a tremendous success before a sold-out crowd. A new Company record Pay-Per-View viewership watched an action-packed night of MMA, headlined by a stunning Treston Vines knock-out and a new Strikehard Pro Lightweight title for Sean Fallon.
“The highlight of the night was simply that it happened,” remarked Greg P. Bell, Chairman & CEO of B2Digital. “We were able to plan out, set up, put on, and carry off a truly successful live sports event. That gives us tremendous confidence about the rest of the fall B2 fight event season, including our next two events in September.”
The fight card was strong from top to bottom. In the co-main event, up-and-comer Treston Vines handed Bryan McDowell a bloody second-round knock-out defeat. In the main event, Sean Fallon was able to take care of business across three hard-fought rounds to secure a unanimous decision victory over Ruben Warr, thereby grabbing the vacant Strikehard Pro Lightweight belt in a rematch that avenged his loss to Warr last year.
“We were thrilled to be putting on Fight Night again,” commented Chris Lytle, Executive in charge of Fighter Development and the B2 Official Training Facilities Network. “The fighters were so excited to compete. It created a tremendous atmosphere at the event. Win, lose, or draw – everyone there had a great attitude and a great night!”
For more information about B2Digital, visit the Company’s website at www.b2digitalotc.com.
About B2Digital Inc.
ith 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.
B2Digital: MMA’s Premier Development League
www.b2digitalotc.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 Global Marketing & Branding Agency
2037 Lemoine Avenue
Fort Lee, NJ 07024
info@TigerGMP.com
www.TigerGMP.com