Current Report Filing (8-k)
August 17 2020 - 8:55AM
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): July 30, 2020
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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[ ]
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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
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
July 30, 2020, GLFI, Inc. (“GLFI”), a majority owned subsidiary of Players Network, Inc. (the “Company”),
entered into a Joint Venture Agreement with ST Labs, LLC, a Wyoming limited liability company (“STL”). The purpose
of the joint venture is to develop, provide and market cannabis products that are available and subject to a Cooperative Agreement
between Cannabis Avatara S.E. “(Cannava”), an Argentine state owned entity, and the Company. Under the Cooperative
Agreement, as previously reported , there is a cultivation plan known as the “Pilot Cultivation Plan” to grow
cannabis on up to 35 hectares in Jujuy Province Argentina. GLFI was formed to assist the Company manage the Pilot Cultivation
Plan and to provide financing to accomplish the Plan.
On
August 5, 2019, the Company entered into a Management Agreement with GLFI for its work under the Cooperative Agreement. GLFI will
be providing all funding for the project in consideration of certain financial privileges. GLST, LLC will now be formed to assist
GLFI to further accomplish the funding for the project and participate in the financial privileges of the Pilot Cultivation Plan.
The
material terms of Joint Venture Agreement are as follows:
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1.
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The
parties will form a Nevada limited liability company called GLST, LLC (the “Joint Venture”), with GLFI owning
70% and STL owning 30% of the Joint Venture.
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2.
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The
initial managers of the Joint Venture are Mark Bradley, Jason Frankovich and Richard Carson (the “Managers”).
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3.
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For
its 30% interest in the Joint Venture, STL shall make an initial investment in the amount of $600,000 upon the completion
of an initial budget for the Joint Venture and an additional investment of $600,000 within ninety (90) calendar days of the
initial $600,000 investment.
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4.
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STL
shall have the right to sell to customers of its choice up to fifty (50%) percent of the inventory harvested and/or produced
from the Pilot Cultivation Project at a price determined by the Managers and retain twenty (20%) percent of the selling price
as repayment for their initial $1.2 million investment until such time as the total amount retained is three times its investment
into the Joint Venture (or $3.6 million).
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5.
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After
STL has received this three times its investment as outlined above, then each of STL and GLFI shall have the right to purchase
up to ten (10%) percent of the inventory harvested and/or produced from the Pilot Cultivation Plan at a price 20% above the
cost of production to be determined by the Managers and in accordance with the Service Agreements (defined below). They may
resell this to the customers of their choice and retain the proceeds.
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6.
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The
rights afforded to the Company, GLFI, STL and the Joint Venture are subject to the existing Services Agreements concerning
the Pilot Cultivation Plan, which include the Cooperative Agreement and the Management Agreement. Within the confines of these
Services Agreements, the Managers shall adopt the business plan of Joint Venture that shall take into account the payments
that must be made under these agreements.
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7.
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STL
will have option to participate in co-funding the expansion of (a) a larger lab in the free zone and/or (b) the expansion
in the industrial phase as outlined in the Service Agreements that will be around 400 to 500 acres. This option will be negotiated
by the members of the Joint Venture in good faith based on the needs of the expansion project.
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A
copy of the Joint Venture Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the Joint Venture Agreement is qualified in its entirety by reference to the full text of the Joint Venture Agreement.
SECTION
8 – Other Events
On
July 30, 2020, we issued a press release announcing the Joint Venture. 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.
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Financial
Statements and Exhibits
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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.
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Players
Network, Inc.
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Dated:
August 17, 2020
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By:
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/s/
Mark Bradley
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Mark
Bradley
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Chief
Executive Officer
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