8-K 1 form8-k.htm

















Date of Report (Date of earliest event reported): March 6, 2019



(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 7.01 Regulation FD Disclosure.


As previously announced, Long Blockchain Corp. (the “Company”) is party to a letter of intent (“LOI”) with ECC Ventures 2 Corp. (“ECC2”) and Long Island Beverages Corp. (“LI Beverages”), relating to the sale of Long Island Brand Beverages, LLC, the Company’s wholly owned subsidiary through which it operates its ready-to-drink tea business, to ECC2 for a combination of cash and shares of ECC2 (the “Transaction”). In connection with the Transaction, ECC2 and LI Beverages engaged Canaccord Genuity Corp. (“Canaccord”) to act placement agent for an equity raise by ECC2 of CA$2,000,000. On March 6, 2019, ECC2 issued a press release announcing the engagement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.


The LOI is non-binding and there can be no assurance that the Transaction will be consummated on the terms described above, or at all.


The information furnished under this Item 7.01, including the exhibit related thereto, 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 disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.


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


(d)       Exhibits:


Exhibit   Description
99.1   Press release.


Forward Looking Statements


This report 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 also include statements relating to the Transaction. 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 ability to negotiate a definitive agreement for the Transaction, to satisfy any closing conditions set forth therein and to consummate the transactions contemplated thereby. 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.






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: March 6, 2019


  By: /s/ Andy Shape
  Name: Andy Shape
  Title: Chief Executive Officer