Current Report Filing (8-k)
August 06 2019 - 12:56PM
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): August 5, 2019
Players
Network, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29363
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88-0343702
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1771
E. Flamingo Road, Suite 201 A, Las Vegas, NV
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89119
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(702) 734-3457
(Former
name or former address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
SECTION
1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As
previously disclosed, on December 13, 2018, Players Network (the “Company”) entered into an agreement (the “Cooperative
Agreement”) with Cannabis Avatara S.E. (“Cannava”), a state owned corporation organized under the laws of the
Republic of Argentina and created by the Province of Jujuy, Argentina (the “Province”).
The
Agreement provides for, among other things, the joint cooperation of the Company and Cannava in connection with the cultivation
and harvest of cannabis in the Province over several phases (the “Project”), including the terms for the distribution
of profits from the Project to the Company and Cannava.
A
description of the material terms of the transactions contained in the Agreement are set forth in the Company’s Current
Report on Form 8-K, filed with the SEC on February 12, 2019, and includes the full text of the Cooperative Agreement, as Exhibit
10.4 therein.
In
furtherance of the Company’s obligations under the Cooperative Agreement, the Company formed a subsidiary, named GLIF, Inc.,
and further executed a Management Agreement with the new company. The general terms of the Management Agreement are that PNTV
will be contributing the infrastructure in Jujuy that has been built to date. This includes preparing the land, installing security
systems and 46,000 sq. ft. of greenhouses, providing top quality genetics, and more. GLFI, which will be funding the operations
associated with the Project, shall have the right to recover the additional capital investment through distributing its profits
under the Management Agreement to the direct investors in GLFI. This cash distribution will be in the form of a redemption of
newly issued GLFI preferred shares. The Management Agreement and the terms of that preferred stock will require that proceeds
derived from the Project will be used in an 80/20 split in favor of GLFI preferred shareholders to redeem their shares. Once all
shares have been redeemed, both companies will split the profits 50/50.
The
officers and directors of the Company have been appointed as the officers and directors of GLFI and these persons have also received
shares in GLFI.
The
description of the Management Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. There can be no assurance
that the transactions contemplated by the Agreement.
SECTION
8 – OTHER EVENTS
Item
8.01 Other Events
On
August 6, 2019, the Company issued a press release concerning the Management Agreement. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
SECTION
9 –
Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Players
Network, Inc.
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/s/
Mark Bradley
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Mark
Bradley
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Chief
Financial Officer
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Date
August 6, 2019
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