Securities Registration (section 12(g)) (8-a12g)
October 09 2019 - 3:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
B2Digital,
Incorporated
(Exact name of
registrant as specified in its charter)
Delaware
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84-0916299
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(State of incorporation or organization)
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(I.R.S. Employer Identification Number)
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4522 West Village Drive, Suite 215,
Tampa, FL 33624
(Address of principal
executive offices) (Zip Code)
Securities to be
registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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None
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None
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. ☐
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), check the following box. ☐
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ☒
Securities Act registration statement
or Regulation A offering statement file number to which this form relates: 024-10888
Securities to be
registered pursuant to Section 12(g) of the Act:
Common Stock,
$0.00001 par value
(Title of class)
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The information
regarding the Common Stock, $0.00001 par value, of B2Digital, Incorporated, a Delaware corporation (the “Company”),
as set forth under the caption “Description of Securities” in the Company’s Post-Qualification Amendment No.
2 on Form 1-A (File No. 024-10888), as amended and filed with the Securities and Exchange Commission on October 1, 2019, is incorporated
herein by reference.
The following
exhibits to this registration statement on Form 8-A have been included in the Company’s Post-Qualification Amendment No.
1 on Form 1-A, previously filed with the Securities and Exchange Commission, and are hereby incorporated by reference as indicated
below.
Exhibit No.
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Description
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2.1
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Amended Articles of Incorporation (filed as Exhibit 2.1 to the Post-Qualification Amendment No. 1 on Form 1-A filed on October 1, 2019 and incorporated herein by reference).
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2.2
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Bylaws (filed as Exhibit 2.2 to the Post-Qualification Amendment No. 1 on Form 1-A filed on October 1, 2019 and incorporated herein by reference).
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SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
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B2Digital, Incorporated
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October 9, 2019
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By: /s/ Greg P. Bell
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Greg P. Bell, CEO (Principal Executive Officer)
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