SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
(State or other jurisdiction
|1771 E. Flamingo Road, Suite 201 A, Las Vegas, NV||89119|
|(Address of principal executive offices)||(Zip Code)|
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:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))|
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:
|1.||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.|
|2.||The initial managers of the Joint Venture are Mark Bradley, Jason Frankovich and Richard Carson (the “Managers”).|
|3.||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.|
|4.||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).|
|5.||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.|
|6.||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.|
|7.||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.|
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
|Item 8.01||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.||Financial Statements and Exhibits|
|10.1||Joint Venture Agreement, dated July 30, 2020|
|99.1||Green Leaf Farms International Signs Joint Venture Agreement with ST Biosciences for Its Project in Argentina|
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.|
|Dated: August 17, 2020||By:||/s/ Mark Bradley|
|Chief Executive Officer|
For Immediate Release
Green Leaf Farms International Signs Joint Venture Agreement with ST Biosciences for Its Project in Argentina
The Agreement includes an investment of $1.2 million and distribution of GLFIs products to ST Biosciences International Customers.
LAS VEGAS, NV (August 17th, 2020) GLFI, Inc., doing business as Green Leaf Farms International a privately held company that is a majority owned subsidiary of Players Network, Inc. (PNTV.PK), which has been established to finance and manage international cannabis operations outside North America and has its first operation in Jujuy Argentina, announced today that it has entered into a joint venture agreement with ST Biosciences to fund, in part the company’s initial 35 hector (86 acre) Pilot Project.
ST Biosciences, a vertically integrated company, with operations in 31 countries specializes in the development of plant-based medicine, the development of GMP and EMP extraction labs, and global supply chain distribution to companies worldwide.
The Joint Venture includes an initial $1.2 million dollar investment in exchange for a 30% stake in GLFI’s portion of the Pilot Project plus certain distribution rights to purchase the company’s cannabis derived flower and oils for exportation to ST Biosciences existing global customers. The Company believes this agreement will result in revenues and profits to the joint venture. The investment will allow GLFI to compete its infrastructure of greenhouses, outdoor cultivation to support the initial pilot project to the point of revenue. ST Bioscences also as an option to invest in the company’s planned expansion in Jujuy.
Jason Frankovich ST Biosciences CEO states “it is crucial to establish international sales and distribution of pharmaceutical grade cannabis for this industry to strive. The relationship with Green Leaf Farms International and ST helps solidify a distribution platform that services over 5 different counties in South America”.
Mark Bradley CEO of GLFI states “This is the perfect partnership GLFI has been seeking for the last year. It will bring the experience in developing pharmaceutical grade cannabis oils and worldwide distribution in the exporting of cannabis derived products to our project. This combined with our 12-month growing season and low production cost is expected to allow us to compete with any market in the world”. Bradley adds, “The two companies’ synergies are tremendous. ST Biosciences CEO, Jason Frankovich, is a true pioneer and has been a pleasure to work with. We look forward to a long future together with this being just the first project.
About GLFI, Inc.
GLFI, Inc. (Green Leaf Farms International) is a privately held subsidiary of PNTV.PK established to finance and manage international cannabis operations. Its first project is 86 acres of cannabis cultivation located in Jujuy, Argentina. GLFI will not hold any US cannabis-related assets this will enable institutional investors to participate in the legal cannabis and CBD industries. To learn more about opportunities with GLFI, please visit our website; www.GLFI.co.
For more information please visit https://glfi.co
About Player’s Network (PNTV.PK)
Players Network is a publicly traded corporation celebrating its 30th 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.