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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/03/20 B2Digital, Inc. 8-K:1,9 1/28/20 2:49K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 13K 2: EX-99.1 Repurchase of Shares Agreement HTML 23K
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): January 28, 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. ☐
C:
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 28, 2020, B2Digital, Incorporated, a Delaware corporation (the “Company”), entered into a Repurchase of Shares Agreement (the “Agreement”) with GS Capital Partners LLC (“GS”) pursuant to which the Company agreed to repurchase 11,718,750 shares of the Company’s Common Stock previously purchased by GS (the “Shares”). The Shares were repurchased by the Company at a purchase price of $0.0075 per Share for an aggregate purchase price of $87,890.62. The Agreement is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Repurchase of Shares Agreement between B2Digital, Incorporated and GS Capital Partners LLC dated January 28, 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: February 3, 2020 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/3/20 | None on these Dates | ||
| For Period end: | 1/28/20 | |||
| 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 6/29/21 B2Digital, Inc. 10-K 3/31/21 79:5.1M GlobalOne Filings Inc/FA 2/02/21 B2Digital, Inc. S-1/A 1:1.3M GlobalOne Filings Inc/FA 12/31/20 B2Digital, Inc. S-1 85:6M GlobalOne Filings Inc/FA 11/10/20 B2Digital, Inc. 1-A 5:1.3M GlobalOne Filings Inc/FA 11/02/20 B2Digital, Inc. S-1 80:5.8M GlobalOne Filings Inc/FA 10/20/20 B2Digital, Inc. 1-A POS 5:1M GlobalOne Filings Inc/FA 8/19/20 B2Digital, Inc. 10-K 3/31/20 69:3.6M GlobalOne Filings Inc/FA |