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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/22 B2Digital, Inc. 8-K:1,5,9 3/01/22 11:206K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 30K
2: EX-3.1 Amendment to Certificate of Designation for Series HTML 13K
B Convertible Preferred Stock
6: R1 Cover HTML 44K
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- b2d_8k_htm XML 14K
8: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.LAB XBRL Labels -- btdg-20220301_lab XML 96K
5: EX-101.PRE XBRL Presentations -- btdg-20220301_pre XML 64K
3: EX-101.SCH XBRL Schema -- btdg-20220301 XSD 12K
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K
11: ZIP XBRL Zipped Folder -- 0001683168-22-001378-xbrl Zip 14K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 1, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 000-11882 | i 84-0916299 | ||
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer | ||
| of Incorporation) | Number) | Identification Number) |
| i 4522 West Village Drive, i Suite 215, i Tampa, i FL i 33624 |
| (Address of principal executive offices, including zip code) |
| i (813) i 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):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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).
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. ☐
C:
| C: |
| Item 1.01 | Entry Into A Material Definitive Agreement. |
Effective March 1, 2022, B2Digital, Incorporated, a Delaware corporation (the “Company”) entered into the Chairman of the Board and Chief Executive Officer & President Agreement (the “Agreement”) with Greg P. Bell, the Company’s Chairman of the Board, CEO, and President. The Agreement supersedes the previous agreement of the same title dated effective November 23, 2020. The term of the Agreement is until Mr. Bell is removed from his executive positions by 80% of the voting control of the Company unless Mr. Bell is legally incapacitated (until legal capacity is regained), as determined by a court of competent jurisdiction or upon Mr. Bell’s death. Mr. Bell can terminate the agreement upon three months’ prior written notice to the Company.
Pursuant to the Agreement, Mr. Bell is entitled to a monthly salary of $15,000.
The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On February 24, 2022, with Mr. Bell abstaining, pursuant to the terms of the Agreement, the board of directors of the Company approved the filing of an amendment to the Certificate of Designation of the Series B Convertible Stock pursuant to which the section titled “Voting, Liquidation, Dividends, and Redemption” was revised to the following:
“Voting, Liquidation, Dividends, and Redemption. On all matters to be voted on by the holders of Common Stock, the Holders of Series B Preferred Stock shall be entitled to one hundred and twenty (120) votes for each share of Series B Preferred Stock held of record. On all such matters, the holders of Common Stock and the Holders of Series B Preferred Stock shall vote together as a single class. If the Company effects a stock split which either increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series B Preferred Stock shall not be subject to adjustments unless specifically authorized. The shares of Series B Convertible Preferred Stock shall (i) not have a liquidation preference; (ii) not accrue, earn, or participate in any dividends; and (iii) not be subject to redemption by the Corporation.”
The section titled “Conversion” was revised to the following:
“Conversion. Twelve (12) months following the original issuance date, but not before, each outstanding share of Series B Convertible Preferred Stock may be converted, at the option of the holder, into eight (8) shares of the Corporation’s common stock.”
The amendment to the Certificate of Designation for the Series B Convertible Preferred Stock is included herewith as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Amendment to Certificate of Designation for Series B Convertible Preferred Stock |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
C:
| C: 2 |
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: March 2, 2022 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
C:
| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/2/22 | 4, D | ||
| For Period end: | 3/1/22 | |||
| 2/24/22 | ||||
| 11/23/20 | CORRESP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/23 Bell Gregory Phelps SC 13D 1:59K B2Digital, Inc. GlobalOne Filings Inc/FA 9/28/22 B2Digital, Inc. 10-K 3/31/22 75:7.3M GlobalOne Filings Inc/FA |