|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/25/21 B2Digital, Inc. 8-K:5,9 7/30/21 11:199K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-3.1 Certificate of Amendment HTML 12K 7: R1 Cover HTML 44K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- b2d_i8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- btdg-20210730_lab XML 96K 5: EX-101.PRE XBRL Presentations -- btdg-20210730_pre XML 64K 3: EX-101.SCH XBRL Schema -- btdg-20210730 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001683168-21-003906-xbrl Zip 13K
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:52 PM 07/30/2021
FILED 12:52 PM 07/30/2021
SR 20212848799 - File Number 3813471
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
B2DIGITAL, INCORPORATED
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
B2Digital, Incorporated (hereinafter called the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
1. That by resolution of the Board of Directors of the Corporation, and by a Certificate of Designation filed in the office of the Secretary of State of Delaware on July 5, 2006, the Corporation authorized a series of 40,000,000 shares of Series B Convertible Preferred Stock, par value $0.00001 per share, of the Corporation (the "Series B Preferred Stock'') and established the powers, preferences and rights of the Series B Preferred Stock and the qualifications, limitations and restrictions thereof.
2. The Corporation filed an amendment to the Certificate of Designation in the office of the Secretary of State of Delaware on December 2, 2020.
3. As of the date hereof 40,000,000 shares of Series B Preferred Stock are issued and outstanding.
4. That pursuant to the authority conferred on the Board of Directors of the Corporation by its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation adopted the following resolution setting forth an amendment to the Certificate of Designation of Series B Preferred Stock of the Corporation.
5. The sole holder of the Series B Preferred Stock of the Corporation approved the resolution setting forth an amendment to the Certificate of Designation of Series B Preferred Stock of the Corporation. The resolution setting forth the amendment is as follows:
RESOLVED: That the section of the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation titled “Voting, Liquidation, Dividends. and Redemption” be revised in its entirety and that the following paragraph be inserted in lieu thereof:
"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 eighty (80) 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."
C:
| C: 1 |
RESOLVED: That the section of the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation titled "Conversion" be revised in its entirety and that the following paragraph be inserted in lieu thereof:
"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 four (4) shares of the Corporation's common stock."
6. This Certificate of Amendment to Certificate of Designations was duly adopted by the Corporation's directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 16th day of July, 2021.
| B2DIGITAL, INCORPORATED | |
| By: /s/ Greg P. Bell | |
| Name: Greg P. Bell | |
| Title: Chief Executive Officer |
C:
| 2 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/25/21 | |||
| For Period end: | 7/30/21 | 8-K | ||
| 12/2/20 | ||||
| 7/5/06 | ||||
| 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 |