Current Report Filing (8-k)

Date : 05/12/2017 @ 5:20PM
Source : Edgar (US Regulatory)
Stock : Players Network (the) (QB) (PNTV)
Quote : 0.0598  0.0 (0.00%) @ 6:37AM

Current Report Filing (8-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2017

 

 

     
  (Exact name of registrant as specified in its charter)  

 

Nevada   000-29363   88-0343702
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification Number)

 

 

  1771 E. Flamingo Rd #201-A, Las Vegas, NV 89119  
  (Address of principal executive offices)  

 

  (702) 840-3270  
  (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:

 

[  ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 1.01. Entry into a Material Definitive Agreement.

 

On May 8, 2017, Players Network (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Black Mountain Equities, Inc. and Gemini Master Fund, Ltd. (the “Investors”), pursuant to which the Company sold to each Investor, for a purchase price of $150,000, (i) a Promissory Note (a “Note”) in the principal amount of $165,000, and (ii) a Warrant exercisable until May 31, 2022 to purchase 1,500,000 shares of the Company’s common at a price of $0.14 per share (a “Warrant”), resulting in aggregate gross proceeds to the Company of $300,000.

 

Each Note matures on November 8, 2017, bears interest at a rate of 10% per annum payable at maturity, and is subject to acceleration in the event the Company becomes delinquent in its reporting obligation with the Securities and Exchange Commission and upon other customary events of default set forth in the Notes.

 

The Warrants can be exercised on a cashless basis by the Investors, and the Company can require the Investors to exercise the Warrants on a cashless basis at any time following the six-month anniversary of the issuance date, provided that at such time (i) the volume weighted average price of the common stock has been greater than $0.25 for a period of thirty (30) consecutive trading days, and (ii) trading in the common stock has not been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading).

 

The foregoing is a summary of the terms of the SPA, Warrants and the Notes. It does not purport to be complete, and is subject to and qualified in its entirety by reference to the text of the SPA and the forms of the Warrants and Notes, which have been filed as exhibits to this Current Report on Form 8-K.

 

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

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As noted in Item 1.01 above, the Company issued Warrants to the Investors to purchase an aggregate of 3,000,000 shares of common stock. The issuance of the Warrants to the Investors was exempt from registration pursuant to Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits .

 

Exhibit 10.1 Securities Purchase Agreement, dated as of May 8, 2017 between Players Network and Black Mountain Equities, Inc. and Gemini Master Fund, Ltd.
   
Exhibit 10.2 Form of Promissory Note issued under Securities Purchase Agreement dated as of May 8, 2017 between Players Network and Black Mountain Equities, Inc. and Gemini Master Fund, Ltd.
   
Exhibit 10.3 Form of Warrant to Purchase Shares of Common Stock issued under Securities Purchase Agreement dated as of May 8, 2017 between Players Network and Black Mountain Equities, Inc. and Gemini Master Fund, Ltd.

 

     
   

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

May 12, 2017

 

By: /s/ Mark Bradley  
  Mark Bradley, Chief Executive Officer  

 

     
   

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