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 19, 2017

 

LONG BLOCKCHAIN CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-37808   47-2624098
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

12-1 Dubon Court, Farmingdale, NY 11735

(Address of Principal Executive Offices) (Zip Code)

 

(855) 542-2832

(Registrant’s Telephone Number, Including Area Code)

 

Long Island Iced Tea Corp.

(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 ( see General Instruction A.2. below):

 

  [  ] 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 (§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 [X]

 

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. [X]

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On December 21, 2017, Long Blockchain Corp. (formerly Long Island Iced Tea Corp.) (the “ Company ”) announced that it was shifting its primary corporate focus towards the exploration of and investment in opportunities that leverage the benefits of blockchain technology. In connection with this announcement, the Company entered into a Loan and Option Agreement (the “ Facility ”) with Court Cavendish Ltd. (the “ Lender ”), an investor focused on expanding its technology portfolio. Pursuant to the terms of the Facility, the Lender has agreed to make available to the Company a borrowing facility of an aggregate of $2,000,000, with the option to increase this amount to $4,000,000 (the “ Extension Amount ”) with the consent of the Lender. The Company made an initial drawdown on the date of the Facility in the amount of $750,000 and has the ability to request an additional drawdown of $750,000 on January 18, 2018 and a further additional drawdown of $500,000 on February 15, 2018. All amounts owed under the Facility will be secured by all of the assets of the Company subject to certain security interests previously granted by the Company to another third party.

 

The Company paid a $100,000 facility fee to the Lender upon execution of the Facility and will be required to pay the Lender an additional fee of 5% of any amounts borrowed under the Extension Amount. The Company also issued to the Lender three-year warrants to purchase 100,000 shares of Common Stock of the Company exercisable at $3.00 per share and agreed to issue to the Lender warrants to purchase an additional 50,000 shares on the same terms for each $1,000,000 drawn on the Extension Amount.

 

Interest on the outstanding amount under the Facility accrues monthly at the rate of 12.5% per annum and is payable quarterly in cash or common stock of the Company, at the Company’s option, at the lower of $3.00 per share or the closing price per share on the day prior to the date the interest payment is due. All principal and any accrued but unpaid interest will be due and payable on December 21, 2018 (“ Maturity Date ”) and is payable, at the Lender’s option, in cash or shares of common stock of the Company at the lower of (i) $3.00 per share and (ii) the closing price per share on the Maturity Date, but in no event at a price less than $2.00 per share. The Lender also has the option, exercisable at any time prior to the Maturity Date, to have any principal and interest then outstanding converted into shares of common stock of the Company at the lower of (i) $3.00 per share and (ii) the closing price per share on the date of the conversion, but in no event at a price less than $2.00 per share.

 

Notwithstanding the foregoing, in no event will the Company issue to the Lender (as payment of any principal or interest owed under the Facility or upon exercise of any warrants issued thereunder) a number of shares of common stock of the Company in excess of 19.99% of the outstanding common stock of the Company on the date of the Facility.

 

Pursuant to the Facility, the Lender has been given the right to appoint two members to the Company’s Board of Directors, which members are to be mutually agreed upon between the Company and the Lender.

 

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

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.

 

On December 19, 2017, each of Julian Davidson and Richard Y. Roberts notified the Company that he was resigning from the board of directors of the Company and from each committee on which he served, effective as of December 31, 2017.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 21, 2017, the Company filed with the Secretary of State of the State of Delaware an amendment to the certificate of incorporation of the Company (“ Certificate of Amendment ”) to change its name from “Long Island Iced Tea Corp.” to “Long Blockchain Corp.” The Company changed its name to better reflect the current strategic direction of the Company’s business. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

 

Item 8.01 Other Events.

 

On December 21, 2017, the Company issued a press release announcing the foregoing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
3.1   Certificate of Amendment
10.1   Option and Loan Agreement
99.1   Press release dated December 21, 2017

 

2

 

 

SIGNATURE

 

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.

 

Dated: December 22, 2017

 

  LONG BLOCKCHAIN CORP.
     
  By: /s/ Philip Thomas
  Name: Philip Thomas
  Title: Chief Executive Officer

 

3

 

 

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LONG ISLAND ICED TEA CORP.

 

 

 

Pursuant to Section 242 of the

General Corporation Law of Delaware

 

 

 

The undersigned Chief Executive Officer of Long Island Iced Tea Corp. (the “ Corporation ”) does hereby certify:

 

FIRST : The name of the Corporation is Long Island Iced Tea Corp.

 

SECOND : The certificate of incorporation of the Corporation is hereby amended by deleting Article FIRST in its entirety and by substituting the following new Article FIRST in lieu thereof:

 

FIRST: The name of the corporation is Long Blockchain Corp. (the “ Corporation ”).

 

THIRD : The foregoing amendment to the Corporation’s certificate of incorporation was duly approved and adopted in accordance with the provisions of Sections 242 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF , the undersigned has signed this certificate of amendment on this 20 th day of December, 2017.

 

  /s/ Philip Thomas
  Philip Thomas
  Chief Executive Officer

 

 
 

 

 

 

Loan and Option Agreement

 

Date:

 

PARTIES

 

Court Cavendish Ltd , a company incorporated in England and Wales under no. 04290684, having its registered address at The Care House, Randalls Way, Leatherhead, Surrey, KT22 7TW (the “Lender”).

 

Long Island Iced Tea Corp. , a Delaware corporation, having its principal executive offices at 12-1 Dubon Court, Farmingdale, New York 11735 (the “Company”).

 

BACKGROUND

 

A. The Lender and the Company have agreed to a facility in which the Lender provides financing to support the working capital requirements of the Company while the Company moves into specific ventures relating to blockchain technology with the Company intending to spin out of its existing operating business into an independent new company in due course.
   
B. The parties have agreed to enter into this agreement to record the agreed terms (the “Agreement”).

 

IT IS AGREED

 

1. Simultaneously with the execution of this Agreement, and the Company having announced to the market its move to blockchain technology, the Lender will make available to the Company an aggregate of USD 2,000,000 (together with any additional amounts loaned pursuant to this Agreement, the “Loan”) facility. Subject to the conversion provisions set forth herein, the Loan and any accrued interest thereon will be due and payable 12 months from the 1 st drawdown (the “Maturity Date”).
   
2. As long as the Company is compliant with its Nasdaq regulations, the Company may request as long as certain warranties and representations referred to in section 18 below are met and the Company continues moving toward specific ventures related to blockchain technology, for two (2) extensions of USD 1,000,000 each to this Agreement on the same terms as terms of this Agreement, save for the directors’ appointment referred to in section 5 below.
   
3. The Company may request the maximum of one (1) drawdown per month with the drawdown amount to be agreed between parties each time a request is made. The Lender agrees to provide a maximum initial drawdown of USD 750,000 upon the execution of this Agreement, a maximum drawdown of USD 750,000 beginning January 15, 2018 and a maximum of USD 500,000 beginning February 15 th , 2018. Each drawdown shall be subject to a material adverse change provision in the Lender’s opinion on the financial condition or operations of the Company.
   
4. A Facility Fee of 5% shall be due on the entire amount made available to the Company on the date of the first drawdown of each facility and payable either in cash or in shares of the Company valued at the lower of USD 3.00 or the closing price per share on the date of the first drawdown.
   
  A Facility Fee of 5% shall be due and payable on the same terms as described above on each, if any, facility extensions granted by the Lender.
   
  Notwithstanding anything to the foregoing, the fee shall in no event be convertible into more than 9.9% of the aggregate shares outstanding of the Company on the date of this Agreement.
   
5. On the date of this Agreement, the Lender shall have the right to appoint 2 new members to the Company’s Board of Directors, which such members shall be mutually agreed between the Company and the Lender. The appointment of the Lender’s directors to take place within 5 business days after such mutual agreement

 

     
 

 

6. The Company will create a committee on its Board of Directors, consisting of 3 directors and shall include the 2 directors appointed by the Lender. Such committee will have to unanimously authorize any expense related to the Company’s existing operating beverage business that exceeds USD 100,000.
   
7. The Company agrees to issue within 5 business days of the date of this Agreement, 100,000 ,36 month warrants to the Lender (which will contain a cashless exercise feature). The warrants shall give the Lender the ability to convert to shares of the Company at USD 3.00 per share. If the Lender agrees further extensions as per clause 2, the Company agrees to issue 50,000 36 month warrants on terms described above for each USD 1,000,000 facility made available.
   
8. Interest shall accrue monthly, at a rate of 12.5% per annum, on the unpaid principal balance of the Loan commencing on the date of the first drawdown and shall be due and payable, without demand or notice, at the Company’s election quarterly in cash or in shares of the Company valued at the lower of USD 3.00 or the closing price per share on the preceding date the interest payment is due, provided the shares are not converted into more than 9.9% of the aggregate shares outstanding of the Company on the date of this Agreement for all interest owed hereunder.
   
9. The Company hereby grants the Lender a security interest in all of the Company’s assets (the “Collateral”), subject to security granted to Radium for its $1,000,000 facility on the date hereof. Reference herein to the Collateral shall in no way impair the absolute and unconditional obligation of the Company to pay both principal and interest, if any, as provided herein.
   
10. The Lender may, with or without advance notice to the Company or any guarantor or other party liable herefor, extend or renew the Loan, or extend the time for making payment of any amount provided for herein, or accept any amount in advance, all without affecting the liability of the Company or any other party or guarantor liable herefor.
   
11. The Company may repay the Loan in whole or in part at any time without penalty or premium, but with payment of accrued interest through the date of such repayment. Amounts repaid shall not be available to be drawn again.
   
12. At the Maturity Date, at the Lenders election, the Company shall repay the outstanding amount together with accrued interest either in cash or in shares of the Company at the lower of USD 3.00 or the closing price per share on the Maturity Date, but not lower than USD 2.00 per share, provided that in no event shall the Company issue in excess of 9.9% of the aggregate shares outstanding of the Company on the date of this Agreement for all repayments hereunder
   
13. In consideration of Lender making the Loan to the Company, the Company hereby grants Lender the option (the “Option”), at any time until the Maturity Date, to convert all amounts under this Agreement (whether drawn and outstanding and/or undrawn and available) including accrued interest, into shares of the Company at the lower of USD 3.00 or the closing price per share on the date of the exercise of the Option, but not lower than USD 2.00 per share, provided that in no event will the shares issuable upon exercise of the Option exceed 9.9% of the aggregate shares outstanding of the Company on the date of this Agreement
   
14. During the lifetime of this Agreement, the Company shall provide reasonable updates to the Lender, within the constraints of the law and government agencies, at no greater than monthly intervals. Lender agrees use of such information is to monitor the loan.

 

     
 

 

15. So long as the Loan is outstanding and the Option has not been forfeited, the Company will not, without the prior written consent of Lender, do any of the following: (i) liquidate, dissolve or wind-up the affairs of the company or enter into merger, consolidation, share exchange, reorganisation, recapitalization or other similar transaction or business combination (with the exception of the Spin Out of Beverage business); (ii) sell additional shares of the Company (excluding upon exercise of outstanding options, and other similar) at a price per share less than USD3; (iii) purchase or redeem or pay any dividend on any capital stock; (iv) create or authorize the creation of any debt security senior to the Note(s) (excluding the security held by Radium on its USD 1,000,000 facility on the date hereof); (v) enter into any agreement or other binding commitment to do any of the foregoing. If the Company receives any inquiry, proposal, offer or expression of interest by any person (other than Lender and its affiliates) with respect to any of the foregoing, it shall promptly notify Lender.
   
16. Upon the occurrence of a default, the whole sum of principal and accrued interest shall become due immediately at the option of the Lender. Default shall include, but not be limited to: (i) any material adverse change, in the reasonable opinion of the Lender, in the financial condition or operations of the Company; (ii) any change in control of the Company without the prior written consent of the Lender; (iii) failure to make any payment hereunder at the time prescribed for payment; (iv) filing, as to the Company or any guarantor or endorser of the Loan, of an involuntary petition which is not dismissed within sixty (60) days or of a voluntary petition under the provisions of the Federal Bankruptcy Code or any state statute for the relief of debtors; (v) default in the payment of principal or interest on any obligation in excess of $100,000 for borrowed money beyond the period of grace, if any, provided with respect thereto or default in the performance or observance of any other term, condition or agreement contained in any such obligation or in any agreement relating thereto, if the effect thereof is to cause, or permit the holder or holders of such obligation (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to its stated maturity and such default remains unremedied for a period of 10 days; (vi) final judgment for the payment of money in excess of $100,000 shall be rendered against the Company and the same shall remain undischarged for a period of thirty (30) days during which execution of such judgment shall not be effectively stayed or is not being validly contested; or (vii) any material breach or other default by the Company under this Agreement which is not cured within five (5) days after the Maker receives notice from the Holder of the occurrence thereof.
   
17. The times for the payment of the principal sum as herein stated are of the essence of this Agreement. Upon the occurrence of a default, the amount of the principal sum hereunder, plus reasonable attorneys’ fees and expenses, shall bear interest from the date thereof to the actual date of payment (whether such payment is made voluntarily or as a result of legal process) at the maximum rate of interest permitted by law or 17.5% per annum, whichever is lower, from the date of the default to the date of actual payment.
   
18. The Company represents and warrants to the Lender as follows: (i) the Company is a company duly incorporated and existing under the laws of the State of Delaware publically trading on Nasdaq; (ii) the Company has the power to enter into, perform and comply with its obligations under this Agreement and all corporate and other action required to authorise the execution of this Agreement and the performance by the Company of its obligations under this Agreement has been taken; (iii) no event of default has occurred, or in the Lender’s reasonable opinion will occur as a result of any drawdown of facility, and the Company is not in default under any other agreement to which it is a party; and (iv) this Agreement constitutes the legal, valid and binding obligations of the Company.
   
  Each of the representations and warranties hereon shall be deemed repeated on each date on which a drawdown is requested by reference to the facts and circumstances then subsisting.
   
19. Each party shall bear its own expenses in connection with the transactions contemplated hereby.

 

     
 

 

20. Any and all notices required or permitted to be given under any provision of this Agreement shall be in writing and shall be deemed given upon personal delivery or the mailing thereof by first class certified mail, return receipt requested, by telecopier or facsimile, or by overnight delivery service to the addresses set forth above or at such other addresses as they may have provided by prior written notice.
   
21. This Agreement shall not be assignable by Lender without the prior written approval of the Company. This Agreement shall not be assignable by the Company without the prior written approval of the Lender.
   
22. This Agreement shall be governed by and constructed in accordance with the law of the State of New York without giving effect to principles of conflicts of law. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.
   
23. Notwithstanding anything contained herein to the contrary, in no event will the Company issue to the Lender a number of shares of common stock in excess of 19.99% of the outstanding common stock of the Company on the date of this Agreement in exchange for payment of any principal or interest owed her under or upon exercise of any warrants issue hereunder.

 

EXECUTED AS AN AGREEMENT

 

Court Cavendish Ltd :

Long Island Iced Tea Corp.:

   
_____________________________ __________________________
Director  
   
In the presence of: In the presence of:
   

_____________________________

__________________________
Witness sign here Witness sign here
   
Witness name:
Witness address:
Witness name:
Witness address: 

 

     
 

 

Long Island Iced Tea Corp. to Rebrand as “Long Blockchain Corp.”

 

- Corporate Focus to Shift Towards Opportunities Strategic to Blockchain Technologies -

 

Farmingdale, NY (December 21, 2017) — Long Island Iced Tea Corp. (NasdaqCM: LTEA) (the “Company”), today announced that the parent company is shifting its primary corporate focus towards the exploration of and investment in opportunities that leverage the benefits of blockchain technology. In connection with the shift in strategic direction, the Company has approved changing its name from “Long Island Iced Tea Corp.” to “Long Blockchain Corp.” and has reserved the web domain www.longblockchain.com. The Company intends to request Nasdaq to change its trading symbol in connection with the name change. The Company will continue to operate Long Island Brand Beverages, LLC as a wholly-owned subsidiary and maintain the focus of this business on the ready-to-drink segment of the beverage industry, specifically, premium, ‘better-for-you’ brands marketed at an affordable price.

 

In conjunction with the shift in business strategy, the Company has submitted a request to the Securities and Exchange Commission to withdraw its previously filed S-1 registration statement relating to a proposed underwritten public offering, which was filed on November 11, 2017.

 

Focus in Blockchain

 

Blockchain acts as a public, decentralized ledger. This ledger provides a single, unified source of data, creating a clearer audit trail and consistency across parties. The Company believes that emerging blockchain technologies are creating a fundamental paradigm shift across the global marketplace, with far reaching applications across all industries from financial services (smart settlements) to consumer packaged goods (supply chain verification) to healthcare (electronic medical records).

 

The Company is already in the preliminary stages of evaluating specific opportunities involving blockchain technology. The discussions are only in the preliminary stages but indicate the areas of focus for the Company. These opportunities include potential partnerships, investments or acquisitions involving:

 

A blockchain software developer building blockchain infrastructure for the financial services industry
   
A London-based FCA regulated, institutional provider of FX services that is building multiple blockchain and digital crypto currency technology solutions for global financial markets
   
A new smart contract platform for building decentralized applications that provides scalability beyond currently available options

 

However, the Company does not have an agreement with any of these entities for a transaction and there is no assurance that a definitive agreement with these, or any other entity, will be entered into or ultimately consummated.

 

Philip Thomas, Chief Executive Officer of the Company, commented, “We view advances in blockchain technology as a once-in-a-generation opportunity, and have made the decision to pivot our business strategy in order to pursue opportunities in this evolving industry. We are committed to enhancing shareholder value and believe that our new focus is the best path towards this goal. We will, in the coming weeks and months, be taking a series of steps related to our efforts to assemble a world-class team of industry professionals to help us realize this vision. We are pursuing our new direction in a thoughtful and deliberate manner.”

 

Long Island Iced Tea ®

 

The Company will continue to leverage its ownership of the iconic Long Island Iced Tea ® brand name and its existing beverage portfolio, and remains committed to improving the cash flow profile and efficiency of the beverage business through recently adopted operating initiatives.

 

“I am incredibly proud of what we have accomplished in the beverage industry and we are committed to growing our business both on a national and international scale,” Mr. Thomas continued. “I want to assure our beverage industry customers, suppliers, and partners of our continuing support of the Long Island Iced Tea portfolio of beverages. Your support over the years has helped to drive our growth and elevate our brand, and we remain committed to maintaining and fostering these relationships.”

 

   

 

 

About Long Island Iced Tea Corp.

 

Long Island Iced Tea Corp. is now focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are “on-chain”. Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand ‘The Original Long Island Brand Iced Tea ® ’.

 

Forward Looking Statements

 

This press release includes statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. These statements, which involve risks and uncertainties, relate to the discussion of the Company’s business strategies and its expectations concerning future operations, margins, sales, new products and brands, potential joint ventures, potential acquisitions, expenses, profitability, liquidity and capital resources and to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements include any statement that does not directly relate to a historical or current fact. You can also identify these and other forward-looking statements by the use of such words as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “thinks,” “estimates,” “seeks,” “predicts,” “could,” “projects,” “potential” and other similar terms and phrases, including references to assumptions. These forward looking statements are made based on expectations and beliefs concerning future events affecting the Company and are subject to uncertainties, risks and factors relating to its operations and business environments, all of which are difficult to predict and many of which are beyond its control, that could cause its actual results to differ materially from those matters expressed or implied by these forward looking statements. These risks include the Company’s history of losses and expectation of further losses, its ability to expand its operations into blockchain technologies, its ability to develop or acquire new brands, the success of its marketing activities, the effect of competition in its industry and economic and political conditions generally, including the current economic environment and markets. More information about these and other factors are described in the reports the Company files with the Securities and Exchange Commission, including but not limited to the discussions contained under the caption “Risk Factors.” When considering these forward looking statements, you should keep in mind the cautionary statements in this press release and the reports the Company files with the Securities and Exchange Commission. New risks and uncertainties arise from time to time, and the Company cannot predict those events or how they may affect it. The Company assumes no obligation to update any forward looking statements after the date of this press release as a result of new information, future events or developments, except as required by the federal securities laws.

 

Contacts:

 

For Investors

Philip Thomas

Long Island Iced Tea Corp.

1-855-542-2832

info@longislandteas.com