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): June 17, 2020

Players Network, Inc.

(Exact name of registrant as specified in its charter)

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:

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. [  ]

Chapter 11 Filing

On June 17, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Company’s chapter 11 case (the “Chapter 11 Case”) is being administered under the caption, In re: Players Network., Case No. 20-12890 - mkn. The Company will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. 

The commencement of the Chapter 11 Case described in Item 1.03 above may constitute an event of default that may accelerate the Company’s obligations under outstanding promissory notes in the aggregate approximate principal amount of up to $5,000,000  (collectively, the “notes and all debt combined”).

Any efforts to enforce the payment obligations under the Notes are automatically stayed as a result of the filing of the Chapter 11 Case, and the creditors’ rights of enforcement in respect of the Notes are subject to the applicable provisions of the Bankruptcy Code.

On June 19 , 2020, the Company issued a press release announcing the filing of the Chapter 11 Cases. The full text of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Case.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, financial condition, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding expectations about the timing and execution of the Company’s strategic transactions, and the operating expectations during the pendency of the Chapter 11 Case. Potential factors that could affect such forward-looking statements include, among others, risks and uncertainties relating to the Chapter 11 Case, including, but not limited to, the Company’s ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Case, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the length of time the Company will operate under the Chapter 11 Case, risks associated with third-party motions in the Chapter 11 Case, uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company’s ability to implement and realize any anticipated benefits associated with any alternative that may be pursued, the consequences of the acceleration of the Company’s debt obligations, the trading price and volatility of the Company’s common stock and the risks related to trading on the OTC Pink Market. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, the Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this report shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

(d) 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.

Exhibit 99.1

For Immediate Release

Players Network announced today via an 8K filing with SEC that has filed a petition for Chapter 11 reorganization

LAS VEGAS, NV (June 22nd, 2020) Players Network Inc. (PNTV.PK) announced today that it has filed for Chapter 11 reorganization.

This filing will provide the company the opportunity to reorganize its debt while also dealing with what it believes to be predatory lenders affecting the company’s stock. As disclosed in the filing, the company reserves its right to file adversary claims against these lenders.

A proposed debt restructuring plan was filed with the courts and the debt holders to which may result in a significant debt reduction paid over 5 years and simultaneously reduce and possibly eliminate the convertible overhang on the company’s stock. While nothing can be assured, the company is confident it will be able to arrive at a reasonable creditor settlement as soon as the company can get in front of the courts in about 60 days depending on scheduling.

This filing is the first step in a strategic plan to reorganize the company, develop stability, and bring value to its shareholders. Additional details regarding the company’s plan will be released shortly in line with the Chapter 11 guidelines.

Mark Bradley CEO of Players Network said, The debt combined with “The COVID 19 pandemic, which shuttered Las Vegas, essentially destroyed our sources of revenue and left the board with no option but to seek chapter 11 protection. I want to say for myself, the board, and our advisors that we are bullish about our reorganization plans and believe this filing is in the best interest of our shareholders. As we progress over the next weeks, these plans will be fully disclosed and outlined to our shareholders.”

About Player’s Network (PNTV.PK)

Players Network is a publicly traded corporation celebrating its 30^th year as a media company whose primary business is focused in television and video production, delivery platforms, network development, and new media technology, platforms, and content. The Company subsequently created, developed, and launched a broadband network, “Weed TV”. The company has invested into Green Leaf Farms for the management of a HEMP and Cannabis business in North Las Vegas and Green Leaf Farms International, Inc for the development of those businesses outside the United States.

Information about Forward-Looking Statements

This press release contains “forward-looking statements” that include information relating to future events. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited to: inability to gain or maintain licenses, reliance on unaudited statements, the Company’s need for additional funding, governmental regulation of the cannabis industry, the impact of competitive products and pricing, the demand for the Company’s products, and other risks. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.