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): February 16, 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 February 16, 2021, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued press release which announced the closing of the Company’s asset purchase agreement to acquire all of the assets of Hillcrest Fitness, a fitness facility located in Tuscaloosa, Alabama. 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 February 16, 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: February 16, 2021 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
Exhibit 99.1
B2Digital Expands “One More Gym” Brand to Four Locations with Acquisition of Alabama Fitness Facility
TAMPA, FL, February 16, 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 announce the closing of the Company’s asset purchase agreement (the “Agreement”) to acquire all of the assets of Hillcrest Fitness, a fitness facility located in Tuscaloosa, Alabama.
The location is set to become the fourth One More Gym location owned and operated by B2Digital as a health club, fitness facility, and Official B2 Training Facility linked to the Company’s B2 Fighting Series and B2 Grappling Series combat sports brands. The Company will add Jiu-Jitsu, Boxing, and MMA instruction areas to the new location to integrate the facility into its B2 Training Facilities Network.
The Company’s model is to cultivate and tap the strong synergy between its B2 Fighting Series, B2 Grappling Series, and One More Gym brands, creating an ecosystem for fighter development, as well as an avenue of high-impact marketing targeted toward both aspiring fighters and MMA fans.
“This is a perfect location for expanding our One More Gym brand because we already have had and will continue to have B2 Fighting Series Fights in the area and our brand is already very well established in this region, which should immediately drive business to our new fitness facility and MMA training center,” commented Greg P. Bell, Chairman & CEO of B2Digital. “We continue to project 1-2 gym acquisitions per quarter, which will drive a significant aspect of our long-term topline performance assumptions. As the B2 Fighting Series brand continues to gain traction as an up-and-coming brand name in the MMA space, our One More Gym business will benefit from its unique association with the B2 Training Facilities Network.”
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
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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
Public Relations:
Tiger Marketing & Branding Agency
info@TigerGMP.com
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