On June 1, 2020, B2Digital, Incorporated,
a Delaware corporation (the “Company”), announced that in light of the circumstances and uncertainty surrounding
the effects of the Coronavirus (COVID-19) pandemic on the Company’s business, customers, employees, consultants, service
providers, stockholders, investors and other stakeholders, the Company’s management has determined that the Company will
delay the filing of its Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (the “Annual Report”)
by up to 45 days in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) March 4, 2020
Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s operations and business
have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United
States and elsewhere, causing disruptions to the Company’s business operations, and management is currently unable to timely
review and prepare the Annual Report or determine COVID-19’s impact on the Company’s financial statements for the fiscal
year ended March 31, 2020. The Company will file its Annual Report by no later than August 13, 2020, which is 45 days after the
original due date of its Annual Report.
Due to the speed
with which the COVID-19 situation has developed and is evolving, there is uncertainty around its ultimate impact; therefore, the
negative impact on the Company’s financial position, operating results and liquidity cannot be reasonably estimated at this
time, but the impact could be material.
The Company is
supplementing the risk factors previously disclosed in the Company’s Post Qualification Amendment to Form 1-A qualified on
October 9, 2019 with the following risk factor:
The current
coronavirus (COVID-19) outbreak could have a material adverse impact on our business, results of operations, and financial condition.
We believe COVID-19
may negatively affect our business and could continue to do so in the foreseeable future. COVID-19 has resulted in restrictions,
postponements and cancelations of various sports and other events and has required us to cancel our upcoming events. Any significant
disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against
COVID-19 by governmental agencies, may increase the difficulty and could make it impossible for us to stage our live events for
the foreseeable future. The impact, extent and duration of the government-imposed restrictions on travel, public gatherings and
sports and other large-scale events as well as the overall effect of the COVID-19 virus is currently unknown but could have a material
adverse effect on our business, financial condition and/or results of operations.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains
statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our future financial
or business performance or strategies, results of operations or financial condition. These statements may be preceded by, followed
by or include the words “may,” “might,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or similar expressions. These forward-looking statements are based
on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them
to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and unknown risks and uncertainties, including the unprecedented impact
of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders,
investors and other stakeholders, our actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Please refer to our Post Qualification Amendment to Form 1-A qualified on October 9, 2019
and any subsequent filings made by us pursuant to the Exchange Act, each of which is available on the SEC’s website (www.sec.gov),
for a full discussion of the risks and other factors that may impact any forward-looking statements in this presentation.