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)~~

Date of Report (Date of earliest event reported): June 17, 2020

Players Network, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-29363

88-0343702

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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 8~~Item –1.03 ~~OTHER~~Bankruptcy ~~EVENTS~~or Receivership.

~~Item~~Chapter ~~8.01~~11 ~~Other Events~~Filing

On ~~December~~June 1017, ~~2019,~~2020 ~~GLFI,~~(the ~~Inc.~~“Petition Date”), the Company filed a ~~partially~~voluntary ~~owned~~petition ~~subsidiary~~commencing ~~and~~a ~~management~~case ~~partner~~under chapter 11 of ~~Players~~title ~~Network,~~11 ~~Inc~~of the U.,S. ~~executed~~Code a(the ~~non-binding Letter~~“Bankruptcy Code”) in the United States Bankruptcy Court for the District of ~~Intent~~Nevada (the “~~LOI~~Bankruptcy Court”). ~~with~~The ~~Amber~~Company’s ~~Metrics~~chapter 11 case (the “Chapter 11 Case”) is being administered under the caption, aIn ~~California~~re: ~~corporation~~Players Network., Case No. 20-12890 - mkn. The Company will continue to operate ~~negotiate~~its ~~entering~~business ~~into~~as a ~~distribution agreement~~“debtor-in-possession” ~~whereby~~under ~~Amber~~the ~~Metrics~~jurisdiction ~~would~~of ~~agree~~the toBankruptcy ~~purchase~~Court ~~bulk~~and ~~raw~~in ~~products~~accordance with ~~from~~the ~~GLFI~~applicable ~~through~~provisions ~~its~~of ~~Jujuy~~the Bankruptcy Code and ~~South~~orders ~~American~~of ~~operations~~the Bankruptcy Court.

~~As previously~~Item ~~reported, GLFI signed a management agreement with Players Network in connection with managing its Jujuy and South American operations~~2.04 ItTriggering isEvents ~~understood by Amber Metrics~~ that ~~GLFI~~Accelerate ~~and~~or ~~Players~~Increase ~~Network are developing~~ a ~~large~~Direct ~~scale~~Financial ~~cultivation~~Obligation ~~operation in~~or ~~Jujuy~~an ~~Argentina~~Obligation ~~and~~under ~~that~~an itOff-Balance ~~will~~Sheet ~~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~~Arrangement. ~~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~~commencement ~~outlines~~of the ~~material~~Chapter ~~terms~~11 Case described in Item 1.03 above may constitute an event of default that may accelerate the ~~proposed~~Company’s obligations ~~distribution~~under ~~agreement~~outstanding promissory notes in the aggregate approximate principal amount of up to $5,000,000 (collectively, ~~which~~the ~~are~~“notes ~~summarized~~and asall ~~follows:~~debt combined”).

1)Any efforts ~~Amber Metrics would agree~~ to ~~purchase~~enforce ~~bulk~~the ~~raw~~payment ~~products~~obligations ~~from~~under ~~GLFI~~the ~~through~~Notes ~~its~~are ~~Jujuy~~automatically ~~and~~stayed ~~South~~as ~~American operations. Such products will be offered by GLFI on~~ a ~~discount~~result ~~basis and be adjusted by a margin~~ of ~~6% to 11% based on~~ the ~~size~~filing of ~~qualities committed by Amber Metrics to be outlined in~~ the ~~definitive~~Chapter ~~distribution~~11 Case, ~~agreement. 2) The term will be for two years~~ and ~~will~~the ~~automatically~~creditors’ ~~renew~~rights ~~unless~~of ~~terminated~~enforcement byin ~~one~~respect of the ~~parties.~~Notes 3)are ~~Pricing~~subject ~~will~~to bethe ~~determined~~applicable byprovisions ~~quality,~~of ~~market~~the ~~and volume, among other factors~~Bankruptcy Code.

~~In addition~~Item 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 GLFI7.01 ~~These~~Regulation ~~products~~FD ~~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~~Disclosure.

~~The~~On ~~transaction~~June is19 , ~~subject~~2020, tothe ~~final~~Company ~~due~~issued ~~diligence~~a bypress ~~the~~release ~~parties~~announcing ~~and~~ the ~~execution~~filing of ~~definitive agreements between~~ the ~~parties~~Chapter ~~within a~~11 ~~30-day~~Cases. ~~period~~The ~~from~~full ~~execution~~text of the ~~LOI.~~press release ~~A copy of the LOI~~ is ~~attached~~furnished ~~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~~Cautionary 9Information –Regarding ~~Financial~~Trading ~~Statements~~in ~~and~~the ~~Exhibits~~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.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		LOI, dated December 10, 2019

(d) Exhibits

299.1 Press Release, dated June 22, 2020

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. /s/ Mark Bradley Mark Bradley Chief Financial Officer Date: December 11, 2019

	Players Network, Inc.

Dated: June 22, 2020	By:	/s/ Mark Bradley
		Mark Bradley
		Chief Executive Officer

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