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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/29/21 B2Digital, Inc. 10-K 3/31/21 79:5.1M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 494K
2: EX-10.2 Amendment to Common Stock Purchase Agreement Dated HTML 29K
February 18, 2021
3: EX-21.1 List of Subsidiaries HTML 21K
4: EX-31.1 Rule 13A-14(A) Certification by Principal HTML 25K
Executive Officer
5: EX-32.1 Section 1350 Certification of Principal Executive HTML 21K
Officer
12: R1 Cover HTML 61K
13: R2 Consolidated Balance Sheets HTML 127K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 38K
15: R4 Consolidated Statements of Operations HTML 100K
16: R5 Consolidated Statement of Changes in Stockholders' HTML 83K
Deficit
17: R6 Consolidated Statements of Cash Flows HTML 136K
18: R7 1. Organization and Nature of Business HTML 27K
19: R8 2. Accounting Policies HTML 51K
20: R9 3. Going Concern HTML 25K
21: R10 4. Revenue HTML 34K
22: R11 5. Property and Equipment HTML 30K
23: R12 6. Intangible Assets HTML 29K
24: R13 7. Business Acquisitions HTML 57K
25: R14 8. Notes Payable HTML 36K
26: R15 9. Convertible Note Payable HTML 73K
27: R16 10. Derivative Financial Instruments HTML 40K
28: R17 11. Equity HTML 57K
29: R18 12. Leases HTML 46K
30: R19 13. Commitments and Contingencies HTML 26K
31: R20 14. Income Taxes HTML 40K
32: R21 15. Subsequent Events HTML 29K
33: R22 2. Accounting Policies (Policies) HTML 89K
34: R23 2. Accounting Policies (Tables) HTML 28K
35: R24 4. Revenue (Tables) HTML 31K
36: R25 5. Property and Equipment (Tables) HTML 29K
37: R26 6. Intangible Assets (Tables) HTML 31K
38: R27 7. Business Acquisitions (Tables) HTML 55K
39: R28 8. Notes Payable (Tables) HTML 30K
40: R29 9. Convertible Note Payable (Tables) HTML 75K
41: R30 10. Derivative Financial Instruments (Tables) HTML 43K
42: R31 11. Equity (Tables) HTML 34K
43: R32 12. Leases (Tables) HTML 45K
44: R33 14. Income Taxes (Tables) HTML 41K
45: R34 2. Accounting Policies (Details) HTML 51K
46: R35 2. Accounting Policies (Details Narrative) HTML 37K
47: R36 3. Going Concern (Details Narrative) HTML 46K
48: R37 4. Revenue (Details - Net sales by revenue type) HTML 28K
49: R38 4. Revenue (Details - Deferred revenue) HTML 27K
50: R39 4. Revenue (Details Narrative) HTML 25K
51: R40 5. Property and Equipment (Details) HTML 46K
52: R41 5. Property and Equipment (Details Narrative) HTML 23K
53: R42 6. Intangible Assets (Details - Intangible assets, HTML 31K
net)
54: R43 6. Intangible Assets (Details - Estimated HTML 33K
amortization expense)
55: R44 6. Intangible Assets (Details Narrative) HTML 29K
56: R45 7. Business Acquisitions (Details - allocation of HTML 97K
purchase)
57: R46 8. Notes Payable (Details) HTML 59K
58: R47 9. Convertible Note Payable (Details - Convertible HTML 78K
note payable)
59: R48 9. Convertible Note Payable (Details - Allocation HTML 33K
of cash proceeds)
60: R49 9. Convertible Note Payable (Details - HTML 82K
Amortization expense, interest expense and accrued
interest)
61: R50 9. Convertible Note Payable (Details - Debt HTML 88K
Conversion)
62: R51 9. Convertible Note Payable (Details Narrative) HTML 53K
63: R52 10. Derivative Financial Instruments (Details - HTML 30K
Derivative liabilities)
64: R53 10. Derivative Financial Instruments (Details - HTML 31K
Significant inputs)
65: R54 10. Derivative Financial Instruments (Details - HTML 32K
Change in fair value)
66: R55 11. Equity (Details) HTML 62K
67: R56 11. Equity (Details Narrative) HTML 220K
68: R57 12. Leases (Details - Right-of-use asset) HTML 34K
69: R58 12. Leases (Details - Operating lease liability) HTML 35K
70: R59 12. Leases (Details - Maturities) HTML 49K
71: R60 12. Leases (Details Narrative) HTML 33K
72: R61 13. Commitments and Contingencies (Details HTML 30K
Narrative)
73: R62 14. Income Taxes (Details - Provision for Federal HTML 40K
income tax )
74: R63 14. Income Taxes (Details - Reconciliation of tax) HTML 35K
75: R64 14. Income Taxes (Details - net deferred tax) HTML 41K
76: R65 14. Income Taxes (Details Narrative) HTML 25K
78: XML IDEA XML File -- Filing Summary XML 143K
77: EXCEL IDEA Workbook of Financial Reports XLSX 98K
6: EX-101.INS XBRL Instance -- btdg-20210331 XML 1.58M
8: EX-101.CAL XBRL Calculations -- btdg-20210331_cal XML 177K
9: EX-101.DEF XBRL Definitions -- btdg-20210331_def XML 609K
10: EX-101.LAB XBRL Labels -- btdg-20210331_lab XML 881K
11: EX-101.PRE XBRL Presentations -- btdg-20210331_pre XML 818K
7: EX-101.SCH XBRL Schema -- btdg-20210331 XSD 168K
79: ZIP XBRL Zipped Folder -- 0001683168-21-002748-xbrl Zip 131K
EXHIBIT 10.12
AMENDMENT No. 1 TO THE COMMON STOCK PURCHASE AGREEMENT
This Amendment No. 1 to the Common Stock Purchase Agreement (this “Amendment”) dated February 10, 2021 is by and between B2Digital, Incorporated, a Delaware corporation (the “Company”), on the one hand, and Triton Funds LP, a Delaware limited partnership (the “Investor”), on the other hand. The Company and the Investor will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Common Stock Purchase Agreement dated December 23, 2020 between the Company and the Investor (the “CSPA”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on December 23, 2020, the Company and the Investor entered into the CSPA pursuant to which the Investor agreed to purchase from the Company securities pursuant to the terms of the CSPA;
WHEREAS, Section 2.1 of the CSPA states the following:
PURCHASE AND SALE OF PURCHASED SHARES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall purchase from the Company, that number of Purchased Shares equal to the Investment Amount. The Investment Amount shall be calculated based on the total number of Purchased Shares set forth in the Purchase Notice delivered to Investor as more particularly set forth in Section 2.2 below, multiplied by $0.005;
WHEREAS, the CSPA defines “Minimum Closing Price” as “the closing price of the Common Stock that is equal to or greater than $0.0075;”
WHEREAS, Section 8.4 of the CSPA states, in part, that “[n]o provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought;” and
WHEREAS, pursuant to Section 8.4 of the CSPA, the Parties wish to amend the CSPA to revise Sections 2.1 and the definition of “Minimum Closing Price,” respectively.
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
1. Revised Section 2.1. Pursuant to Section 8.4 of the CSPA, Section 2.1 of the CSPA is hereby amended so that, as amended, Section 2.1 of the CSPA reads as follows:
PURCHASE AND SALE OF PURCHASED SHARES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall purchase from the Company, that number of Purchased Shares equal to the Investment Amount. The Investment Amount shall be calculated based on the total number of Purchased Shares set forth in the Purchase Notice delivered to Investor as more particularly set forth in Section 2.2 below, multiplied by $0.004.
2. Revised Definition of “Minimum Closing Price”. Pursuant to Section 8.4 of the CSPA, the definition of “Minimum Closing Price,” as defined in the CSPA, is “the closing price of the Common Stock that is equal to or greater than $0.0065;”
3. No Other Changes. Except as amended hereby, the CSPA will continue to be, and will remain, in full force and effect. Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the CSPA or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the CSPA or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
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4. Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Amendment. This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
5. Governing Law and Venue. This Amendment and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the CSPA.
6. Incorporation by Reference. The terms of the CSPA, except as amended by this Amendment, are incorporated herein by reference and will form a part of this Amendment as if set forth herein in their entirety.
7. Counterparts; Facsimile Execution. This Amendment may be executed in any number of counterparts and all such counterparts taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or email will be equally as effective as delivery of a manually executed counterpart of this Amendment.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each of the undersigned has executed this Amendment the respective day and year set forth below:
| COMPANY: | B2Digital, Incorporated | |
| Date: February __, 2021 | By | |
| Greg P. Bell, CEO | ||
| INVESTOR: | Triton Funds LP | |
| Date: February __, 2021 | By | |
| Ashkan Mapar, Authorized Signatory | ||
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| 3 |
EXHIBIT A
Common Stock Purchase Agreement dated December 23, 2020
[See Attached]
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/29/21 | |||
| For Period end: | 3/31/21 | 8-K | ||
| 2/10/21 | 8-K | |||
| 12/23/20 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/22 B2Digital, Inc. 10-K 3/31/22 75:7.3M GlobalOne Filings Inc/FA 7/06/21 B2Digital, Inc. POS AM 76:5.3M GlobalOne Filings Inc/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/31/20 B2Digital, Inc. S-1 85:6M GlobalOne Filings Inc/FA 12/03/20 B2Digital, Inc. 8-K:1,3,5,711/29/20 3:57K GlobalOne Filings Inc/FA 2/03/20 B2Digital, Inc. 8-K:1,9 1/28/20 2:49K GlobalOne Filings Inc/FA 1/09/20 B2Digital, Inc. 8-K:4,9 1/07/20 2:34K GlobalOne Filings Inc/FA 12/05/19 B2Digital, Inc. 8-K:1,9 12/02/19 2:47K GlobalOne Filings Inc/FA 8/21/18 B2Digital, Inc. 1-A 14:1.3M GlobalOne Filings Inc/FA |