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): February 28, 2023
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 7.01 | Regulation FD Disclosure. |
On February 28, 2023, B2Digital, Incorporated, a Delaware corporation (the “Company”), issued a press release which announced that the Company is launching the B2SN Apple TV App for the continued expansion of the delivery and monetization of the B2 Sports Network. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.
The press release may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the Company by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated February 28, 2023 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
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B2Digital, Incorporated
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| Date: February 28, 2023 | By: | /s/ Greg P. Bell |
| Greg P. Bell, Chief Executive Officer | ||
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Exhibit 99.1
B2 Digital Announces Global Launch of B2 SPORTS NETWORK on Apple TV
TAMPA, FL, February 28, 2023 (GLOBE NEWSWIRE) – via NEWMEDIAWIRE –
B2Digital, Incorporated (the “Company” or “B2Digital”) (OTCMKTS: BTDG), the premier development league for mixed martial arts (“MMA”), is excited to announce that the Company is launching the B2SN Apple TV App for the continued expansion of the delivery and monetization of the B2 Sports Network (“B2SN”).
“Another key development in the growth of our B2 Sports Network has now been completed,” stated B2 Chairman and CEO Greg P. Bell. “We continue to expand our B2SN distribution strategy Globally and to implement our Multi-Tier Distribution strategy, expanding the footprint of our B2SN Distribution to Combat Sports Fans around the world.”
The B2 Sports Network 24/7 cable-style linear channel is now available on Apple TV. The Apple TV App will allow combat sports fans to watch the B2SN Linear TV channel as well as Video-On-Demand (“VOD”) content from the Company’s vast library of past B2 Fighting Series Events and PPV Fights.
B2SN subscribers can now watch the B2SN channel along with the B2SN library of content on all Apple iOS devices, Android devices, and Apple TV. They will also be able to watch B2SN content on the soon-to-be-launched B2 Sports Network for the emerging OTT content landscape, including additional OTT networks as they are added to the B2 Multi-Tier distribution system.
For existing subscribers, just go to the Apple TV App Store and search for “B2 Sports Network”. Then log in to the B2SN App on your Apple TV with your existing credentials to watch the B2 Sports Network linear channel, which includes all the VOD content of past events and Fights.
New customers can sign up for the new B2SN App on Apple TV by going to www.b2sn.net on any browser and signing up and downloading the B2SN Apple TV App. Then simply log in to view the B2SN Sports Network and content.
About B2Digital
B2Digital (OTC: BTDG) is the premier development league for mixed martial arts (“MMA”). The Company is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, generating both the live audience and PPV ticket sales, and creatively selling the archived content generated through its operations in this segment. The Company also plans and is in the process of launching the B2 Sports Network Television, B2SN, channel globally to generate additional revenues over time from subscriptions, advertising, and endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 20 US states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate.
For more information about B2Digital, visit the Company’s website at www.B2FS.com.
B2Digital has a growing social media presence. Follow us on:
Twitter: @B2digitalOTC
Facebook: https://m.facebook.com/b2digitalotc/
B2Digital: MMA’s Premier Development League
www.B2FS.com
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B2 Fighting Series
www.B2FS.com
B2 Sports Networks
www.b2sn.net
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Press Release contains forward-looking statements within the meaning of the securities laws. These statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For more information, please contact:
information@b2fs.com
Public Relations:
Tiger Marketing & Branding Agency
info@TigerGMP.com
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