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): ~~May~~June 231, 2018

(Exact name of registrant as specified in its charter)

Nevada	000-29363	88-0343702
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification Number)

1771 E. Flamingo Rd #201-A, Las Vegas, NV 89119

(Address of principal executive offices)

(702) 734-3457

(Registrant’s telephone number, including area code)

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 (17 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. [ ]

Item 1.01

Entry into a Material Definitive Agreement.

~~Salinas~~On May 31, 2018, Players Network (the CA“Company”) ~~Acquisition~~entered into a Revised Stipulation for Settlement of Claims (the “Settlement Agreement”) with RAI Capital, LLC (“RAI”), pursuant to which the Company agreed to issue common stock to RAI in exchange for the settlement of outstanding claims against the Company in the aggregate amount of $398,217.30 (the “Claim Amount”). RAI had previously purchased the claims from certain vendors of the Company.

On ~~May~~ 24June 1, 2018, ~~Players~~the ~~Network~~Superior (Court of the ~~“Company”),~~State ~~through~~of ~~its~~California, ~~newly-formed~~County ~~wholly-owned~~of ~~subsidiary~~Los Angeles, ~~Players~~Central ~~Michigan LLC~~District (~~“Players~~the ~~Michigan~~“Court”), ~~acquired~~entered ~~substantially~~an ~~all~~order (the “Order”) approving the fairness of the ~~assets~~terms and conditions of ~~LCG~~an ~~Business~~exchange ~~Enterprises,~~pursuant ~~LLC~~to Section 3(~~“LCG”~~a)~~, pursuant~~(10) toof anthe ~~Asset~~Securities ~~Purchase~~Act ~~Agreement~~of 1933, as amended (the “~~Purchase~~Securities ~~Agreement~~Act”), ~~between~~in ~~Players~~accordance ~~Michigan~~with ~~and~~the ~~LCG.~~Settlement ~~The~~Agreement, ~~assets~~in ~~include LCG’s~~the ~~leasehold~~matter ~~interest~~entitled inRAI aCapital, 56LLC,~~000~~ Plaintiff, ~~square~~v. ~~foot~~Players ~~commercial~~Network, ~~cannabis~~Inc., ~~agricultural~~Defendant ~~facility~~(the ~~located~~“Action”). atRAI ~~25600~~commenced ~~Encinal~~the ~~Road in~~Action ~~Salinas,~~against ~~California~~the (Company to recover the ~~“Facility”)~~Claim Amount, consisting of past-due obligations and accounts payable of the ~~tangible~~Company ~~assets~~which ~~related~~RAI had purchased from certain vendors of the Company pursuant to the ~~cannabis~~terms ~~cultivation~~of ~~activities~~separate ~~previously~~receivable purchase agreements between RAI and such vendors. The Order provides ~~conducted~~for bythe ~~LCG~~full atand final settlement of the ~~Facility~~Action.

~~The~~Pursuant to the terms of the Settlement ~~consideration~~Agreement ~~for~~approved by the ~~acquisition~~Order, isthe Company agreed to issue to RAI shares (ithe “Settlement Shares”) ~~$5,000,000~~of inthe ~~cash~~Company’s common stock (“Common Stock”), ofincluding ~~which~~an $1initial issuance of 13,~~000~~298,~~000~~837 ~~was~~Settlement ~~paid~~Shares at(the ~~closing,~~“Initial ~~with~~Issuance”). The Settlement Agreement provides that the ~~remaining~~final $4number of Settlement Shares (the “Final Amount”) will be sum of (a) one-seventh of the Claim Amount (b) divided by 80% of the arithmetic average of the individual volume weighted average prices of any five trading days selected by RAI during the ten trading days preceding each of the seven “Calculation Dates”. The Calculation Dates are the date of the Initial Issuance,~~000,000~~ and six subsequent dates that are each separated by intervals of three weeks. Following the last Calculation Date, if the sum of the Initial Issuance and any additional issuances to beRAI ~~paid~~under inthe ~~four~~Settlement Agreement ~~monthly~~is ~~installments~~less than the Final Amount, the Company will issue additional shares of $1Common Stock to RAI,~~000,000~~ ~~each;~~up to the Final Amount, and (iib) if the ~~assumption~~sum of ~~LCG’s~~the ~~trade~~Initial ~~payables~~Issuance and any additional issuances exceeds the Final Amount, RAI will return such excess number of shares of Common Stock to the Company for cancellation.

~~Pursuant to~~After the ~~Purchase~~Initial ~~Agreement~~Issuance, ~~Players~~and ~~Michigan~~until the ~~and~~date ~~LCG~~that ~~entered~~is ~~into~~12 atrading ~~management~~days ~~agreement~~following ~~pursuant~~the tolast ~~which~~Calculation ~~Players~~Date, ~~Michigan~~RAI ~~with will~~may ~~pay~~sell ~~LCG~~no amore ~~percentage~~than ofan ~~Net~~aggregate ~~Profits~~of ~~(as~~$75,000 ~~defined~~of inCommon Stock ~~the~~every ~~Purchase~~12 ~~Agreement)~~trading ~~generated~~days, byexcept ~~the~~that ~~business~~on ~~conducted~~any atday that the ~~Facility until~~Common ~~all~~Stock ~~four~~trades ~~remaining~~over ~~installments~~$150,000, ofRAI ~~the~~may ~~cash~~trade ~~purchase~~up ~~price~~to ~~have~~an ~~been~~additional fifteen ~~paid~~percent in(15%) ~~full,~~of asthat ~~follows:~~day's trading volume.

Percentage of Net Profit		Payment Period
30%		Between Closing until payment in full of first installment
25%		Between payment of first installment and payment in full of second installment
20%		Between payment of second installment and payment in full of third installment
15%		Between payment of third installment and payment in full of final installment
0%		Following payment of fourth installment or, if earlier, the prepayment in full of the reaming unpaid portion of the purchase price pursuant to the Purchase Agreement

The Settlement Agreement provides that in no event will the Company issue shares of Common Stock to RAI if such shares, when aggregated with all shares of Common Stock then beneficially owned or controlled by RAI or its affiliates at such time, exceed 4.99% of the total number of shares of Common Stock outstanding after such issuance.

The ~~information~~ ~~set~~description ~~forth~~of ~~above~~the isSettlement aAgreement does ~~summary,~~not purport to be complete and is qualified in its entirety by reference to the ~~actual~~Settlement ~~terms of the Purchase~~ Agreement, which ~~has~~is ~~been~~ filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Loan Agreement~~Item 3.02 Unregistered Sales of Equity Securities.

~~On May~~Reference ~~23,~~is ~~2018,~~made ~~the Company obtained a convertible loan in the principal amount of $1,100,000 (the “Loan”) pursuant~~ to ~~a Loan Agreement dated May 18, 2018 between~~ the ~~Company~~disclosures ~~and~~set ~~Grass~~forth ~~Roots~~under ~~Investors, LLC (the “Loan Agreement”) and~~Item ~~the Convertible Promissory Note (the “Note”) issued to the Lender thereunder~~1.01 ~~The proceeds~~ of ~~the~~this ~~Loan~~Current ~~were~~Report, ~~used~~with ~~primarily to~~disclosures ~~fund~~incorporated ~~the~~herein ~~closing~~by ~~payment due under the Purchase Agreement for the Facility~~reference.

~~Pursuant to~~Item ~~the~~9.01. ~~Loan~~Financial ~~Agreement~~Statements and ~~related loan documents, among other things:~~Exhibits.

● The Loan bears interest at the rate of 12% per annum, payable semi-annually, and matures on May 18, 2019.

(d)		Exhibits.

Exhibit 10.1		Revised Stipulation for Settlement of Claims, dated as of May 31, 2018, among RAI Capital, LLC and Players Network

	●	The Company’s obligation to repay the Loan is secured by a pledge of its membership interests in Green Leaf Holdings LLC and Players Michigan LLC.
	●	Beginning 90 days after May 18, 2018, the Lender may convert outstanding principal and interest on the Loan into shares of common stock of the Company at a discount of between 30% and 50% of Fair Market Value (as defined in the Note) of the Company’s common stock, depending on such Fair Market Value at the time of conversion.

SIGNATURES

~~The information~~Pursuant ~~set forth above is a summary, and is qualified in its entirety by reference~~ to the requirements ~~actual terms~~ of the ~~Loan~~Securities ~~Agreement~~ and ~~Convertible~~Exchange ~~Promissory~~Act ~~Note~~of 1934, ~~which~~the ~~have~~registrant ~~been~~has ~~filed~~duly ascaused ~~Exhibits~~this ~~4.1~~report ~~and~~to ~~10.2,~~be ~~respectively,~~signed toon ~~this~~its ~~Current~~behalf by ~~Report~~the onundersigned ~~Form 8-K~~hereunto duly authorized.

~~Item 2.01.~~June ~~Completion~~13, ~~of Acquisition or Disposition of Assets.~~2018

~~The description~~By: of/s/ ~~the~~Mark ~~transactions~~Bradley ~~under~~Mark ~~the~~Bradley, ~~Purchase~~Chief ~~Agreement~~Executive ~~under Item 1.01 above is incorporated herein by reference.~~Officer

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Loan under Item 1.01 above is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The description of the Note under Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The required financial information will be filed in an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this initial report on Form 8-K must be filed.

(d) Exhibits.

Exhibit 4.1		Convertible Promissory Note, dated May 18, 2019, issued by the Company to Grass Roots Investors, LLC
Exhibit 10.1		Asset Purchase Agreement, dated as of May 2, 2018, between Players Michigan LLC and LCG Business Enterprises LLC
Exhibit 10.2		Loan Agreement, dated as of May 18, 2018, between the Company and Grass Roots Investors, LLC

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 29, 2018
By:	/s/ Mark Bradley
	Mark Bradley, Chief Executive Officer

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