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~~February 257, 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 57.0301 ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws~~Disclosure.

On ~~January~~February 247, 2023, ~~with~~B2Digital, ~~Mr.~~Incorporated, a ~~Bell~~Delaware ~~abstaining,~~corporation (the ~~board~~“Company”), ofissued ~~directors~~a ofpress release which announced that it has officially kicked off the 2023 ~~Company~~B2 ~~approved~~Fighting Series with a record-setting performance at B2FS 178, which took place this past Saturday, February 4, at the ~~filing~~Paroquet Springs ofConference anCenter ~~amendment~~in Shepherdsville, Kentucky. Pursuant to the ~~Certificate~~rules and regulations of the Securities and Exchange Commission ~~Designation~~(the of“SEC”), the ~~Series~~information Bin ~~Convertible~~this ~~Stock~~Item ~~pursuant~~7.01 todisclosure, ~~which~~including Exhibit 99.1, and the ~~section~~information ~~titled~~set ~~“Voting,~~forth ~~Liquidation~~therein, is ~~Dividends~~deemed to have been furnished to, and ~~Redemption” was~~shall ~~revised~~not be deemed to be “filed” with, the ~~following:~~SEC.

~~“Voting,~~The ~~Liquidation,~~press ~~Dividends,~~release may ~~and~~contain ~~Redemption~~forward-looking statements. OnSuch ~~all~~forward-looking ~~matters~~statements toare bebased ~~voted~~ on byinformation presently available to the ~~holders~~Company’s management ofand ~~Common~~are ~~Stock,~~current ~~the~~only ~~Holders~~as of ~~Series~~the Bdate ~~Preferred~~made. ~~Stock~~Actual ~~shall~~results becould ~~entitled to~~also ~~three~~differ ~~hundred~~materially ~~and~~from ~~sixty~~those ~~(360)~~anticipated ~~votes~~as ~~for~~a ~~each~~result ~~share~~ of a ~~Series~~number Bof ~~Preferred~~factors, ~~Stock~~including, ~~held~~but ofnot ~~record.~~limited Onto, ~~all~~those ~~such~~discussed ~~matters,~~in the ~~holders~~Company’s ~~of Common~~Annual ~~Stock~~Report ~~and~~on Form 10-K for the ~~Holders~~year ofended March ~~Series~~31, B2022, ~~Preferred~~and ~~Stock~~subsequent ~~shall~~reports ~~vote~~filed ~~together~~by asthe aCompany ~~single~~with ~~class~~the SEC. IfFor ~~the~~those ~~Company~~reasons, ~~effects~~undue areliance ~~stock~~should ~~split~~not ~~which~~be placed on any ~~either~~forward-looking ~~increases~~statement. orThe ~~decreases~~Company ~~the~~assumes ~~number~~no ofduty ~~shares~~or ofobligation ~~Common~~to ~~Stock~~update ~~outstanding~~or ~~and~~revise ~~entitled~~any toforward-looking ~~vote~~statement, ~~the~~although ~~voting~~it ~~rights~~may do ofso ~~the~~from ~~Series~~time ~~B Preferred~~to ~~Stock~~time ~~shall~~as ~~not~~management bebelieves ~~subject~~is towarranted ~~adjustments~~or ~~unless~~as ~~specifically~~may ~~authorized.~~be ~~The~~required ~~shares~~by ofapplicable ~~Series~~securities Blaw. ~~Convertible~~Any ~~Preferred~~such ~~Stock~~updates or revisions ~~shall~~may ~~(i)~~be ~~not~~made ~~have~~by athe ~~liquidation~~Company ~~preference;~~by ~~(ii)~~filing ~~not~~reports ~~accrue,~~with ~~earn~~the SEC, orthrough ~~participate~~the inissuance ~~any~~of ~~dividends;~~press ~~and~~releases ~~(iii)~~or ~~not~~by beother ~~subject~~methods toof ~~redemption by~~public ~~the Corporation~~disclosure.”

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
3.1	Amendment to Certificate of Designation for Series B Convertible Preferred Stock
99.1	Press Release dated February 7, 2023
104	The cover page from this Current Report on Form 8-K, formatted in ~~Inline~~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 31, 2023	By:	/s/ Greg P. Bell
Date: February 7, 2023	By:	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer

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