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 25, 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 75.0103 ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws.

On January 2524, 2023, ~~B2Digital,~~with ~~Incorporated, a~~Mr. ~~Delaware~~Bell ~~corporation~~abstaining, (the ~~“Company”),~~board ~~issued~~of adirectors ~~press~~of ~~release which announced that~~ the Company ~~has~~approved ~~signed a multi-year agreement to add international distribution through~~ the ~~StayLIVE~~filing ~~Platform,~~of ~~which~~an ~~currently~~amendment ~~distributes content~~ to ~~more~~the ~~than~~Certificate ~~120 International~~of ~~distribution~~Designation ~~points~~of inthe ~~Europe,~~Series ~~Russia,~~B ~~Middle~~Convertible ~~East,~~Stock ~~and~~pursuant ~~Asia. Pursuant~~ to ~~the~~which ~~rules and regulations of~~ the ~~Securities~~section ~~and~~titled ~~Exchange Commission (the~~ “~~SEC”)~~Voting, ~~the information in this Item 7.01 disclosure~~Liquidation, ~~including Exhibit 99.1~~Dividends, and ~~the information set forth therein,~~Redemption” iswas ~~deemed~~revised to ~~have been furnished to, and shall not be deemed to be “filed” with,~~ the ~~SEC.~~following:

~~The~~“Voting, ~~press~~Liquidation, ~~release may~~Dividends, ~~contain~~and ~~forward-looking statements~~Redemption. ~~Such~~On ~~forward-looking~~all ~~statements~~matters ~~are~~to ~~based~~be voted on ~~information~~by ~~presently available to~~ the ~~Company’s management~~holders ~~and~~of ~~are~~Common ~~current~~Stock, ~~only~~the asHolders of ~~the~~Series ~~date~~B ~~made.~~Preferred ~~Actual~~Stock ~~results~~shall ~~could~~be ~~also~~entitled to ~~differ~~three ~~materially~~hundred ~~from~~and ~~those~~sixty ~~anticipated~~(360) asvotes afor ~~result~~each share of a ~~number~~Series ofB ~~factors,~~Preferred ~~including,~~Stock ~~but~~held ~~not~~of ~~limited~~record. ~~to,~~On ~~those~~all ~~discussed~~such inmatters, the ~~Company’s~~holders ~~Annual~~of Common ~~Report~~Stock onand ~~Form 10-K for~~ the ~~year~~Holders ~~ended March~~of ~~31,~~Series ~~2022,~~B ~~and~~Preferred ~~subsequent~~Stock ~~reports~~shall ~~filed~~vote bytogether ~~the~~as ~~Company~~a ~~with~~single ~~the SEC~~class. ~~For~~If ~~those~~the ~~reasons,~~Company ~~undue~~effects ~~reliance~~a ~~should~~stock ~~not~~split ~~be placed on any~~which ~~forward-looking~~either ~~statement.~~increases ~~The~~or ~~Company~~decreases ~~assumes~~the nonumber ~~duty~~of orshares ~~obligation~~of toCommon ~~update~~Stock oroutstanding ~~revise~~and ~~any~~entitled ~~forward-looking~~to ~~statement~~vote, ~~although~~the itvoting ~~may do~~rights soof ~~from~~the ~~time~~Series toB Preferred ~~time~~Stock asshall ~~management~~not ~~believes~~be issubject ~~warranted~~to oradjustments asunless ~~may~~specifically beauthorized. ~~required~~The byshares ~~applicable~~of ~~securities~~Series ~~law.~~B ~~Any~~Convertible ~~such~~Preferred ~~updates or revisions~~Stock ~~may~~shall be(i) ~~made~~not byhave ~~the~~a ~~Company~~liquidation bypreference; ~~filing~~(ii) ~~reports~~not ~~with~~accrue, ~~the SEC~~earn, ~~through~~or ~~the~~participate ~~issuance~~in ofany ~~press~~dividends; ~~releases~~and or(iii) bynot ~~other~~be ~~methods~~subject ofto ~~public~~redemption by ~~disclosure~~the Corporation.”

The amendment to the Certificate of Designation for the Series B Convertible Preferred Stock is included herewith as Exhibit 3.1.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 25, 2023
3.1	Amendment to Certificate of Designation for Series B Convertible Preferred Stock
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.

	B2Digital, Incorporated
Date: January 25, 2023	By:	/s/ Greg P. Bell
Date: January 31, 2023	By:	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer

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