UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): March 26, 2019~~1934

Date of Report (Date of earliest event reported): August 5, 2019

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 ~~Number~~No.)

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

1771 E. Flamingo Road, Suite 201 A, Las Vegas, NV		89119
(Address of principal executive offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~area code: (702) 734-3457

(~~702)~~Former ~~734-3457~~name or former address, if changed since last report)

(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 (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ~~230~~240.~~425~~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 ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14a~~12b-122 of this chapter).

[ ] 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~~SECTION 1~~.01~~ ~~Entry~~- ~~into~~REGISTRANT’S aBUSINESS ~~Material~~AND ~~Definitive Agreement.~~OPERATIONS

OnITEM ~~March 26, 2019, Players Network, Inc~~1.01 ~~(the~~- ~~“Company”)~~ENTRY ~~completed~~INTO ~~the~~A ~~sale~~MATERIAL ofDEFINITIVE a Convertible Promissory Note in the principal amount of $380,000 (the “Note”) and two Common Stock Purchase Warrants (the “Warrants”) to Auctus Fund, LLC (the “Investor”), pursuant to a Securities Purchase Agreement between the Company and the Investor (the “Purchase Agreement”), dated as of March 22, 2019. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.AGREEMENT

~~Pursuant~~As topreviously ~~the Purchase Agreement~~disclosed, ~~for~~on aDecember ~~purchase price of $380~~13,~~000.00,~~ ~~the Investor purchased the Note~~2018, aPlayers ~~Warrant~~Network ~~to purchase 15,000,000 shares of common stock~~ (~~“Warrant~~the I“Company”) ~~and~~entered into an ~~additional~~agreement ~~Warrant to purchase 15,000,000 shares of common stock~~ (the “~~Warrant~~Cooperative IIAgreement”). ~~The~~with ~~Note~~Cannabis ~~matures~~Avatara onS.E. ~~December 15~~(“Cannava”), ~~2019, bears interest at~~ a ~~rate~~state ofowned ~~12%~~corporation ~~per~~organized ~~annum,~~under ~~and is convertible into shares of~~ the ~~Company’s~~laws ~~common stock at a conversion price equal to 65%~~ of the Republic ~~Market Price~~ of ~~the~~Argentina ~~common~~and ~~stock.~~created ~~“Market~~by ~~Price” as defined in~~ the ~~Note~~Province ~~means the average~~ of ~~the~~Jujuy, ~~three~~Argentina ~~lowest trading prices of~~ (the ~~Company’s common stock during the 15 trading days preceding the applicable conversion date~~“Province”). ~~In addition, the Note is subject to covenants, events of defaults and other terms and conditions customary in transactions of this nature.~~

~~Warrant~~The IAgreement isprovides ~~exercisable~~ for, aamong ~~period~~other ~~commencing~~things, on the ~~earlier~~joint ofcooperation ~~the (i) 150th calendar day after the issuance date~~ of the ~~Warrant, or~~Company ~~(ii)~~and ~~date~~Cannava ofin ~~effectiveness~~connection ofwith the ~~Registration Statement (as defined below),~~ cultivation and ~~ending~~harvest ~~six months after the date~~ of ~~effectiveness of~~cannabis ~~the~~in ~~Registration Statement, at an exercise price equal to 75% of~~ the ~~Current~~Province ~~Market~~over ~~Price~~several ofphases (the ~~common stock.~~ “~~Current Market Price~~Project”), asincluding ~~defined in~~ the ~~Warrant~~terms isfor the ~~average~~ distribution of ~~the~~profits ~~three~~from ~~lowest~~the ~~trading~~Project ~~prices~~to of the Company’s ~~common stock~~and ~~during the 10 trading days preceding the applicable exercise date~~Cannava.

~~The~~A ~~Company~~description ~~may call Warrant I for cancellation, if among other things, (i) the shares~~ of ~~common stock underlying~~ the ~~Warrant~~material ~~(the “Warrant~~terms ~~Shares”) are subject to an effective registration statement, (ii) the “VWAP”~~ of the ~~common~~transactions ~~stock exceeds~~contained ~~$0.0625,~~in ~~(iii)~~ the ~~average~~Agreement ~~daily~~are ~~share~~set ~~trading~~forth ~~volume~~in of the Company’s ~~common stock exceeds 150% of the Warrant~~Current ~~Shares~~Report ~~being~~on ~~called~~Form ~~for the five trading days immediately preceding the call notice~~8-K, ~~and~~filed ~~(iv) the market value of the Warrant Shares being called combined~~ with the ~~value~~SEC ofon ~~the~~February ~~Warrant~~12, ~~Shares~~2019, ~~underlying~~and ~~all~~includes ~~call notices in~~ the 20full ~~trading~~text ~~days preceding the date~~ of the ~~call~~Cooperative ~~notice~~Agreement, ~~does~~as ~~not~~Exhibit 10.4 ~~exceed $150,000~~therein.~~00.~~

~~Warrant~~In IIfurtherance isof ~~exercisable~~the ~~for~~Company’s aobligations ~~period~~under ~~commencing~~the onCooperative Agreement, the ~~earlier~~Company offormed ~~the~~a ~~(i)~~subsidiary, ~~150th~~named ~~calendar~~GLIF, ~~day~~Inc., and ~~after~~further ~~the~~executed ~~issuance~~a ~~date~~Management ofAgreement with the ~~Warrant, or~~new ~~(ii)~~company. ~~date~~The ofgeneral ~~effectiveness~~terms of the ~~Registration~~Management ~~Statement,~~Agreement ~~and~~are ~~ending~~that ~~nine~~PNTV will ~~months~~be ~~after~~contributing the infrastructure in Jujuy that has been built to date. ofThis ~~effectiveness~~includes ofpreparing the ~~Registration~~land, installing security ~~Statement~~systems and 46,000 atsq. anft. ~~exercise~~of ~~price~~greenhouses, ~~equal~~providing totop ~~75%~~quality ofgenetics, ~~the~~and ~~Current~~more. ~~Market~~GLFI, ~~Price~~which ofwill be funding the ~~common~~operations associated ~~stock~~with the Project, ~~subject~~shall have the right to arecover ~~floor~~the ofadditional ~~$0.07~~capital ~~per~~investment through distributing its profits ~~share~~under (the ~~“Floor~~Management ~~Price”)~~Agreement to the direct investors in GLFI. ~~“Current~~This ~~Market~~cash ~~Price”~~distribution aswill ~~defined~~be in the ~~Warrant~~form isof ~~the~~a ~~average~~redemption of newly ~~the~~issued ~~three lowest~~GLFI ~~“Trading~~preferred ~~Prices”~~shares. ~~(as~~The ~~defined)~~Management ofAgreement and the ~~Company’s~~terms ~~common~~of that preferred stock ~~during~~will require that proceeds derived from the 10Project ~~trading~~will ~~days~~be ~~preceding~~used ~~the~~in an 80/20 split in favor of GLFI preferred shareholders to redeem their shares. Once all ~~applicable~~shares ~~exercise~~have ~~date~~been redeemed, both companies will split the profits 50/50.

The ~~Company~~officers ~~may~~and ~~call~~directors ~~Warrant II for cancellation, if among other things, (i) the shares~~ of ~~common stock underlying~~ the Warrant (the “Warrant Shares”) are subject to an effective registration statement, (ii) the “VWAP” of the common stock exceeds 125% of the Floor Price, (iii) the average daily share trading volume of the Company’s ~~common~~have ~~stock~~been ~~exceeds~~appointed ~~150% of~~as the ~~Warrant~~officers ~~Shares being called for the five trading days immediately preceding the call notice,~~ and ~~(iv)~~directors ~~the market value~~ of ~~the~~GLFI ~~Warrant~~and ~~Shares~~these ~~being~~persons ~~called~~have ~~combined~~also ~~with~~received shares ~~the value of the Warrant Shares underlying all call notices~~ in ~~the 20 trading days preceding the date of the call notice, does not exceed $150,000~~GLFI.~~00.~~

The ~~Investor~~description ~~may~~of ~~exercise~~ the ~~Warrants~~Management ~~for~~Agreement adoes ~~maximum~~not ofpurport ~~5,000,000~~to ~~shares~~be ofcomplete ~~common~~and ~~stock~~is qualified in ~~any~~its ~~fifteen~~entirety ~~trading~~by ~~day~~reference ~~period~~to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. There can be no assurance that the transactions contemplated by the Agreement.

~~Pursuant~~SECTION to8 ~~the~~– ~~Purchase~~OTHER Agreement, the Company and the Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock underlying the Note, the Warrants, and an additional warrant to purchase 1,500,000 shares of common stock issued to the Investor in November 2018.EVENTS

~~The~~Item information set forth above is qualified in its entirety by reference to the actual terms of the Purchase Agreement, the Registration Rights Agreement, the Note and the Warrants, which have been filed as Exhibits 108.1,01 ~~10.2,~~Other ~~4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.~~Events

~~Item~~On ~~2.03.~~August ~~Creation~~6, of2019, athe ~~Direct~~Company ~~Financial~~issued ~~Obligation~~a orpress anrelease ~~Obligation~~concerning ~~under~~the anManagement ~~Off-Balance~~Agreement. ~~Sheet~~A ~~Arrangement~~copy of athe ~~Registrant~~press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information ~~set~~in ~~forth under~~ Item 18.01 isof 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 ~~herein~~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.

~~Item~~SECTION ~~3.02~~9 ~~Unregistered~~– ~~Sales~~Financial ofStatements ~~Equity~~and ~~Securities.~~Exhibits

~~The information set forth under~~ Item 1 9.01 isFinancial ~~incorporated~~Statements ~~herein~~and ~~by reference~~Exhibits.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Management Agreement, dated August 5, 2019
99.1		Press Release, dated August 6, 2019

~~(d) Exhibits.~~2

Exhibit 4.1	Convertible Promissory Note dated as of March 22, 2019, issued by Players Network, Inc. to Auctus Fund, LLC
Exhibit 4.2	Common Stock Purchase Warrant dated as of March 22, 2019, issued by Players Network, Inc. to Auctus Fund, LLC
Exhibit 4.3	Common Stock Purchase Warrant dated as of March 22, 2019, issued by Players Network, Inc. to Auctus Fund, LLC
Exhibit 10.1	Securities Purchase Agreement, dated as of March 22, 2019, between Players Network, Inc. and Auctus Fund, LLC
Exhibit 10.2	Registration Rights Agreement, dated as of March 22, 2019, between Players Network, Inc. and Auctus Fund, 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~~ behalf by the undersigned hereunto duly authorized.

~~March~~Players 29Network, ~~2019~~Inc.

~~By:~~ /s/ Mark Bradley Mark Bradley, Chief ~~Executive~~Financial Officer Date August 6, 2019

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