Current Report Filing (8-k)
December 13 2019 - 6:16AM
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): December 10, 2019
Players Network, Inc.
(Exact name of registrant as specified in its charter)
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) 840-3270
(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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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act: None
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
8 – OTHER EVENTS
Item
8.01 Other Events
On
December 10, 2019, GLFI, Inc., a partially owned subsidiary and management partner of Players Network, Inc., executed a non-binding
Letter of Intent (the “LOI”) with Amber Metrics, a California corporation, to negotiate entering into a distribution
agreement whereby Amber Metrics would agree to purchase bulk raw products from GLFI through its Jujuy and South American operations.
As
previously reported, GLFI signed a management agreement with Players Network in connection with managing its Jujuy and South American
operations. It is understood by Amber Metrics that GLFI and Players Network are developing a large scale cultivation operation
in Jujuy Argentina and that it will take between 6 and 12 months to scale the project to a large enough size to fulfill all of
Amber Metrics’ requirements as it pertains to quantities. As such, GLFI and Players Network will not have any product for
sale until they harvest the first crops and have their processing in place in Jujuy.
The
LOI outlines the material terms of the proposed distribution agreement, which are summarized as follows:
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1)
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Amber
Metrics would agree to purchase bulk raw products from GLFI through its Jujuy and South
American operations. Such products will be offered by GLFI on a discount basis and be
adjusted by a margin of 6% to 11% based on the size of qualities committed by Amber Metrics
to be outlined in the definitive distribution agreement.
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2)
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The
term will be for two years and will automatically renew unless terminated by one of the
parties.
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3)
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Pricing
will be determined by quality, market and volume, among other factors.
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In
addition to the above distribution terms, the parties also noted in the LOI that GLFI and Amber Metrics will create a joint venture
to offer a line of CBD based products for the South America market to be distributed by GLFI. These products will contain the
raw ingredients from the Jujuy and South American operations and thereafter manufactured into products by Amber Metrics for sale
in Argentina and other countries in South America.
The
transaction is subject to final due diligence by the parties and the execution of definitive agreements between the parties within
a 30-day period from execution of the LOI. A copy of the LOI is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The foregoing description of the LOI is qualified in its entirety by reference to the full text of the LOI.
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:
December 11, 2019
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