Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
June 04 2018 - 3:39PM
Edgar (US Regulatory)
Prospectus
Supplement Filed Pursuant to Rule 424(b)(3)
File
No. 333-222579
PLAYERS
NETWORK
PROSPECTUS
SUPPLEMENT NO. 1
DATED
May 29, 2018
(To Prospectus Dated May 9, 2018)
This
is a prospectus supplement to our prospectus dated May 9, 2018 relating to the resale from time to time by selling stockholders
of up to 93,522,930 shares of our Common Stock. On May 29, 2018, we filed with the Securities and Exchange Commission a Current
Report on Form 8-K. The text of the Form 8-K is attached to and a part of this prospectus supplement.
This
prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference
to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information
contained in the prospectus.
The
securities offered by the prospectus involve a high degree of risk. You should carefully consider the “Risk Factors”
referenced on page 4 of the prospectus in determining whether to purchase the Common Stock.
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 23,
2018
|
|
|
(Exact name of registrant
as specified in its charter)
|
Nevada
|
|
000-29363
|
|
88-0343702
|
(State
or other
|
|
(Commission
|
|
(I.R.S.
Employer
|
jurisdiction
of incorporation)
|
|
File
Number)
|
|
Identification
Number)
|
1771
E. Flamingo Rd #201-A, Las Vegas, NV 89119
|
(Address
of principal executive offices)
|
(702)
734-3457
|
(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.
Salinas,
CA Acquisition
On
May 24, 2018, Players Network (the “Company”), through its newly-formed wholly-owned subsidiary, Players Michigan
LLC (“Players Michigan”), acquired substantially all of the assets of LCG Business Enterprises, LLC (“LCG”),
pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) between Players Michigan and LCG. The assets include
LCG’s leasehold interest in a 56,000 square foot commercial cannabis agricultural facility located at 25600 Encinal Road
in Salinas, California (the “Facility”), and the tangible assets related to the cannabis cultivation activities previously
conducted by LCG at the Facility.
The
consideration for the acquisition is (i) $5,000,000 in cash, of which $1,000,000 was paid at closing, with the remaining $4,000,000
to be paid in four monthly installments of $1,000,000 each; and (ii) the assumption of LCG’s trade payables.
Pursuant
to the Purchase Agreement, Players Michigan and LCG entered into a management agreement pursuant to which Players Michigan with
will pay LCG a percentage of Net Profits (as defined in the Purchase Agreement) generated by the business conducted at the Facility
until all four remaining installments of the cash purchase price have been paid in full, as follows:
Percentage
of Net Profit
|
|
Payment
Period
|
30%
|
|
Between
Closing until payment in full of first installment
|
|
|
|
25%
|
|
Between
payment of first installment and payment in full of second installment
|
|
|
|
20%
|
|
Between
payment of second installment and payment in full of third installment
|
|
|
|
15%
|
|
Between
payment of third installment and payment in full of final installment
|
|
|
|
0%
|
|
Following
payment of fourth installment or, if earlier, the prepayment in full of the reaming unpaid portion of the purchase price pursuant
to the Purchase Agreement
|
The
information set forth above is a summary, and is qualified in its entirety by reference to the actual terms of the Purchase Agreement,
which has been filed as Exhibit 10.1 to this Current Report on Form 8-K.
Loan
Agreement
On
May 23, 2018, the Company obtained a convertible loan in the principal amount of $1,100,000 (the “Loan”) pursuant
to a Loan Agreement dated May 18, 2018 between the Company and Grass Roots Investors, LLC (the “Loan Agreement”) and
the Convertible Promissory Note (the “Note”) issued to the Lender thereunder. The proceeds of the Loan were used primarily
to fund the closing payment due under the Purchase Agreement for the Facility.
Pursuant
to the Loan Agreement and related loan documents, among other things:
|
●
|
The
Loan bears interest at the rate of 12% per annum, payable semi-annually, and matures on May 18, 2019.
|
|
●
|
The
Company’s obligation to repay the Loan is secured by a pledge of its membership interests in Green Leaf Holdings LLC
and Players Michigan LLC.
|
|
●
|
Beginning
90 days after May 18, 2018, the Lender may convert outstanding principal and interest on the Loan into shares of common stock
of the Company at a discount of between 30% and 50% of Fair Market Value (as defined in the Note) of the Company’s common
stock, depending on such Fair Market Value at the time of conversion.
|
The
information set forth above is a summary, and is qualified in its entirety by reference to the actual terms of the Loan Agreement
and Convertible Promissory Note, which have been filed as Exhibits 4.1 and 10.2, respectively, to this Current Report on Form
8-K.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
description of the transactions under the Purchase Agreement under Item 1.01 above is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
description of the Loan under Item 1.01 above is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the Note under Item 1.01 above is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired
.
The
required financial information will be filed in an amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this initial report on Form 8-K must be filed.
(d)
Exhibits
.
Exhibit
4.1
|
|
Convertible Promissory Note, dated May 18, 2019, issued by the Company to Grass Roots Investors, LLC
|
|
|
|
Exhibit
10.1
|
|
Asset Purchase Agreement, dated as of May 2, 2018, between Players Michigan LLC and LCG Business Enterprises LLC
|
|
|
|
Exhibit
10.2
|
|
Loan Agreement, dated as of May 18, 2018, between the Company and Grass Roots Investors, LLC
|
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 29, 2018
|
|
|
|
|
By:
|
/s/
Mark Bradley
|
|
|
Mark
Bradley, Chief Executive Officer
|
|