Form 8-K B2Digital, Inc. For: Apr 06

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): April 6, 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 8.01

Other Events.

 

On December 1, 2020, B2Digital, Incorporated, a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc. (the “Lender”) pursuant to which the Company issued to the Lender a Convertible Promissory Note in the principal amount of $107,500. On March 29, 2021, the Company paid the note, in full.

 

On December 28, 2020, the Company entered into a Securities Purchase Agreement with the Lender pursuant to which the Company issued to the Lender a Convertible Promissory Note in the principal amount of $55,650. On April 6, 2021, the Company paid the note, in full.

 

As of April 6, 2021, the Company has paid off two of three existing notes with the Lender for a total of $192,167.35 in principal, accrued and unpaid interest, and prepayment penalties.

 

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: April 7, 2021	By:	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer

 

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