B2DIGITAL, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

Ready with GS Capital Partners, LLC

On July 7, 2022 (the closure”), B2Digital, Embeddeda Delaware corporation (the “Company”), entered into a securities purchase agreement (the “SPA”) with
GS Capital Partners, LLC (the “Lender”) pursuant to which the Company issued to the Lender an 8% redeemable promissory note (the “Note”) in the principal amount of $483,000 with an initial issue discount of $33,810. The Note may be redeemed early without penalty, provided an Event of Default (as defined in the Note) has not occurred.

In the event of the occurrence of an Event of Default, the Company will have a grace period of 15 days, during which no default will be deemed to have occurred (the “Grace Period”). After the conclusion of the grace period, the lender will be required to provide the company with a written notice of default, after which the lender will have a 45-day recovery period to cure such default (the “recovery period”) ).

As long as there are no uncured Events of Default, principal will be paid as follows:

· $125,550 at closing;

· $116,250 within 30 days of closing;

· $106,950 within 60 days of closing; and

· $100,440 within 90 days of closing.

Pursuant to the SPA, the Company has entered into the Pledge Agreement with the Lender, Greg P. Belland B2 LLC Management Groupa Nevada limited liability company (“B2 Management”), under which, as security for all existing and outstanding bonds issued to the lender, Mr Bell and B2 Management has pledged all shares of the Company’s Series A and Series B Preferred Shares held by Mr Bell and B2 Management, collectively (the “Pledged Shares”), and have granted to the Lender a first lien on and a first lien on the following (collectively, the “Equity Collateral”):

the pledged shares and all capital, income, profits, income, gains or other

property or product, return on contribution or otherwise with respect to the

Shares pledged;

all securities, sums of money or property representing dividends or interest on

   the Pledged Shares, or representing a distribution in respect of the Pledged
   Shares, or resulting from a split-up, revision, reclassification or other like
   change of the Pledged Shares or otherwise received in exchange therefor, and
   any subscription warrants, rights or options issued to the holders of, or
   otherwise in respect of, the Pledged Shares (exclusive of any equity holder
   loans);

all right, title and interest of Mr Bell and/or B2 Management in, to and under

any insurance policy payable on account of loss or damage to the pledge

Stocks and any other stock warrants;

all other payments due or falling due to Mr Bell and/or B2 Management in

compliance with the Pledged Shares, whether under any organizational document or

otherwise, whether as contractual obligations, damages or otherwise;

all “accounts”, “general intangibles”, “instruments” and “investment property”

(in each case as defined in the TOS) constituting or relating to the foregoing;

all products of any of the aforementioned goods of Mr Bell and/or Management B2

(including without limitation any insurance product relating thereto, any

“accounts”, “general intangible assets”, “instruments” and “investment property”, in

each case as defined in the UCC, constituting or relating to the foregoing);

and

all other goods delivered hereunder in lieu of or in addition to

of the foregoing, all certificates and deeds representing or

attesting to such other property and all cash, securities, interest, dividends,

rights and other property at any time and from time to time received,

receivable or otherwise distributed with respect to or in exchange for all or part

   thereof.








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In accordance with the pledge agreement, Mr Bell and B2 Management have entered into irrevocable powers of attorney under which Mr Bell and B2 The management has appointed the lender with full powers to appoint an agent or agents to act from time to time, the true and lawful attorney and agent for the shares pledged, at all annual and special meetings of shareholders of the Company and to take any action by written consent with the same force and effect as either Mr Bell or B2 Management could or could do.

Pursuant to the SPA, B2 Management entered into the Non-Recourse Security and Guarantee Agreement pursuant to which B2 Management granted the Lender a security interest in the Series A Preferred Shares held by B2 Management and all proceeds and proceeds thereof. .

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant.



The information contained in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

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