B2Digital, Incorporated (OTCMKTS:BTDG) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
Shares Sold Under Regulation A
On August 4, 2020, B2Digital, Incorporated, a Delaware corporation (the “Company”), sold 4,000,000 shares of the Company’s Common Stock at $0.0075 per share for services to an advisory agreement.
On August 14, 2020, the Company sold 13,333,334 shares of the Company’s Common Stock at $0.0075 per shares for $100,000 to an investor.
On August 18, 2020, the Company sold 13,333,334 shares of the Company’s Common Stock at $0.0075 per shares for $100,000 to an investor.
These sales were made without registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration afforded by the provisions of Regulation A of the Securities Act.
Note Conversions
On August 13, 2020, a holder of a convertible note issued by the Company converted $7,988.22 of its note into 5,071,885 shares of the Company’s Common Stock at $0.001575 per share.
On August 20, 2020, a holder of a convertible note issued by the Company converted $13,871.23 of its note into 8,468,934 shares of the Company’s Common Stock at $0.001638 per share.
The securities were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities.
About B2Digital, Incorporated (OTCMKTS:BTDG)
B2 Digital, Incorporated is a provider of in-room, on-demand video entertainment and satellite services to the domestic lodging industry. The Company’s services include the delivery of Hollywood movies, sports and live events, as well as various types of pay-per-view content. Its in-room entertainment and information services include pay-per-view motion pictures, archived television content, games, music, Internet connectivity and guest programming of select pay cable channels. Its on-demand interactive services include guest folio review, automatic checkout, survey completion, guest messaging, video games and Internet service. The Company provides its services under long-term contracts to hotels, hotel management companies and individually owned and franchised hotel properties. The Company, through Hotel Movie Network, Inc. provides platforms for in room viewing of various cable channels, and other interactive and information services and high-speed wireless Internet access.
