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): December 12, 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 1.01 | Entry into a Material Definitive Agreement. |
Business Purchase Agreement and Management Services Agreement Termination Agreement
On December 12, 2021, the board of directors of B2Digital, Incorporated, a Delaware corporation (the “Company”), approved the Company entering into a Business Purchase Agreement and Management Services Agreement Termination Agreement dated effective November 1, 2021 (the “Termination Agreement”) with Mark Slater and Colosseum Combat LLC, jointly, pursuant to which the Company will repurchase 8,000,000 shares of the Company’s Common Stock for $8,750 payable from November 1, 2021 to December 21, 2021 in five equal instalments of $1,750. As a result of the Termination Agreement, as of the effective date of the Termination Agreement, Colosseum Combat LLC is no longer a subsidiary of the Company.
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
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Date: December 16, 2021 | By: | /s/ Greg P. Bell |
Greg P. Bell, Chief Executive Officer |
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