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): January 23, 2019
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)
Not Applicable
(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 1.02 | Termination of a Material Definitive Agreement. |
As previously reported, on November 23, 2015, Long Blockchain Corp., at the time known as Long Island Iced Tea Corp. (the “Company”), entered into an expense reimbursement agreement (the “Reimbursement Agreement”) with Magnum Vending Corp. (“Magnum”) and Philip Thomas. Mr. Thomas was at the time the Chief Executive Officer and a director of the Company. Magnum was at the time, and continues to be, managed by Mr. Thomas and certain of his family members. The Reimbursement Agreement provided, among other things, for the Company to reimburse Magnum for certain costs that Magnum incurred to acquire specified vending machines, in exchange for the Company obtaining the exclusive right to stock the machines. The Reimbursement Agreement also provided that the Company would purchase the products required to be displayed in the machines from Magnum at cost.
On January 23, 2019, the Company entered into a letter agreement (the “Termination Agreement”) with Mr. Thomas and Magnum, pursuant to which the parties mutually terminated the Reimbursement Agreement, effective immediately. Under the Termination Agreement, Magnum waived the right to receive any amounts under the Reimbursement Agreement, whether or not accrued as the date of termination, and Mr. Thomas waived the right to receive repayment of an advance in the amount of $85,000. In exchange, the Company transferred to Magnum certain products and vehicles used in connection with the machines. The parties also agreed to a mutual release of all claims related to the Reimbursement Agreement or the advance.
The foregoing descriptions of the Reimbursement Agreement and the Termination Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 23, 2015 and Exhibit 10.1 hereto, respectively, and which are incorporated herein by reference.
| Item 9.01 | Financial Statements, Pro Forma Financial Information and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 10.1 | Letter Agreement, dated as of January 23, 2019, by and between Long Blockchain Corp., Magnum Vending Corp. and Philip Thomas. |
| 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: January 29, 2019
| LONG BLOCKCHAIN CORP. | ||
| By: | /s/ Andy Shape | |
| Name: | Andy Shape | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
LONG BLOCKCHAIN CORP.
12-1 Dubon Court
Farmingdale, NY 11735
January 23, 2019
Magnum Vending Corp. &
Philip J. Thomas
45 Herbert Drive
New Hyde Park, NY 11040
| Re: | Expense Reimbursement |
Ladies and Gentlemen:
Reference is made to (i) that certain letter agreement (the “Reimbursement Agreement”), dated as of November 23, 2015, by and among Magnum Vending Corp. (“Magnum”), Philip Thomas (“Thomas”) and Long Blockchain Corp. (formerly Long Island Iced Tea Corp., the “Company”), and (ii) the no-interest advance made by Thomas to the Company in the amount of $85,000 on or about March 2018 (the “Advance”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Reimbursement Agreement.
This letter agreement confirms that the Reimbursement Agreement is hereby terminated in full and shall be of no further force and effect, and that the Advance shall be deemed discharged in full, in each case as of the date hereof. In connection with, and without limiting, the foregoing, the parties hereby agree:
1. Magnum hereby irrevocably waives any right to receive any further amounts with respect to the Reimbursement Agreement, whether or not accrued as of the date hereof.
2. Thomas hereby irrevocably waives any right to receive any further amounts with respect to the Advance, whether or not accrued as of the date hereof.
3. The Company hereby (i) waives the right to receive the Machines upon satisfaction of the conditions set forth in the Reimbursement Agreement, (ii) agrees to transfer to Magnum the product listed on Schedule A hereto (the “Product”), and (iii) agrees to transfer to Magnum the vehicles listed on Schedule B hereto (the “Vehicles”).
4. All outstanding debts, liabilities and obligations owing by the Company to Magnum and Thomas in connection with the Reimbursement Agreement and the Advance are satisfied in full and the Company shall be released from any liability therefor. Magnum hereby assumes all existing liabilities of the Company and its subsidiaries, and all liabilities of such persons hereafter incurred, arising out of, relating to or in connection with the Machines and the operation thereof, the Product and the Vehicles (including without limitation any liabilities for commissions on sales of product from the Machines).
5. As of the date hereof, the Company hereby forever releases and discharges Magnum and Thomas, and Magnum’s officers, directors, employees, agents, affiliates, representatives, successors and assigns (collectively, the “Magnum Released Parties”), from any and all claims, causes of actions, damages and liabilities of any nature whatsoever, known or unknown, which such person ever had, now has or might hereafter have against the Magnum Released Parties which relates, directly or indirectly, to any of the Reimbursement Agreement, the Advance or the transactions relating thereto, to the extent that any such claim, cause of action, damage or liability shall be based in whole or in part upon facts, circumstances, actions or events existing on or prior to the date hereof, except to the extent such claim, cause of action, damage or liability relates to this letter agreement.
6. As of the date hereof, Magnum and Thomas hereby forever release and discharge the Company, and its officers, directors, employees, agents, affiliates, representatives, successors and assigns (collectively, the “Company Released Parties”), from any and all claims, causes of actions, damages and liabilities of any nature whatsoever, known or unknown, which such person ever had, now has or might hereafter have against the Company Released Parties which relates, directly or indirectly, to any of the Reimbursement Agreement or the transactions relating thereto, to the extent that any such claim, cause of action, damage or liability shall be based in whole or in part upon facts, circumstances, actions or events existing on or prior to the date hereof, except to the extent such claim, cause of action, damage or liability relates to this letter agreement.
7. Each party covenants and agrees to promptly execute and deliver any additional documents and instruments and perform any additional acts that any party determines may be reasonably necessary or desirable to effectuate the transactions contemplated hereby.
By executing this letter agreement, Magnum and Thomas hereby indicate their agreement to all of the foregoing. This letter agreement and the rights and obligations hereunder shall not be assigned or transferred in whole or in part by any party hereto without the prior written consent of the other parties. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns as provided hereunder. This letter agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This letter agreement will be governed by, and construed under, the laws of the State of New York without regard to the principles of conflicts of law thereunder. This letter agreement may be executed in counterparts, all of which together constitute one and the same instrument.
[Signature Page Follows]
Kindly acknowledge your acceptance of this letter agreement by executing in the space provided below.
| Sincerely, | ||
| LONG BLOCKCHAIN CORP. | ||
| By: | /s/ Andy Shape | |
| Andy Shape | ||
| Chief Executive Officer | ||
Acknowledged and agreed:
MAGNUM VENDING CORP.
| By: | /s/ Philip J. Thomas | |
| Name: | Philip J. Thomas | |
| Title: | Manager | |
| /s/ Philip J. Thomas | ||
| Philip J. Thomas | ||