Current Report Filing (8-k)
May 12 2017 - 5:20PM
Edgar (US Regulatory)
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
|
|