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~~March 236, 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 17.0201 ~~Termination~~Regulation ofFD ~~a Material Definitive Agreement~~Disclosure.

As previously ~~reported~~announced, ~~on November 23, 2015,~~ Long Blockchain Corp.~~, at the time known as Long Island Iced Tea Corp.~~ (the “Company”)~~, entered~~ ~~into~~is anparty ~~expense~~to ~~reimbursement~~a ~~agreement~~letter ~~(the~~of ~~“Reimbursement~~intent ~~Agreement~~(“LOI”) with ~~Magnum~~ECC ~~Vending~~Ventures 2 Corp. (“~~Magnum~~ECC2”) and ~~Philip~~Long ~~Thomas.~~Island MrBeverages Corp. ~~Thomas~~(“LI ~~was~~Beverages”), atrelating ~~the~~to ~~time~~ the ~~Chief~~sale ~~Executive~~of ~~Officer~~Long ~~and~~Island aBrand ~~director~~Beverages, of LLC, the Company.’s ~~Magnum~~wholly ~~was~~owned atsubsidiary ~~the~~through ~~time, and~~which ~~continues~~it operates its ready-to-drink betea business, ~~managed~~to byECC2 ~~Mr.~~for ~~Thomas~~a combination of cash and ~~certain~~shares of ~~his~~ECC2 ~~family~~(the ~~members~~“Transaction”). ~~The~~In ~~Reimbursement~~connection ~~Agreement~~with ~~provided,~~the ~~among other things~~Transaction, ~~for~~ECC2 ~~the~~and ~~Company~~LI toBeverages ~~reimburse~~engaged Canaccord ~~Magnum~~Genuity ~~for~~Corp. ~~certain~~(“Canaccord”) ~~costs that Magnum incurred~~ to ~~acquire~~act ~~specified~~placement ~~vending~~agent ~~machines, in exchange~~ for ~~the~~an ~~Company~~equity ~~obtaining~~raise ~~the~~by ~~exclusive~~ECC2 ~~right~~of ~~to stock the machines~~CA$2,000,000. ~~The~~On March ~~Reimbursement~~6, ~~Agreement~~2019, ~~also~~ECC2 ~~provided~~issued ~~that~~a ~~the~~press ~~Company would~~release ~~purchase~~announcing the ~~products~~engagement, ~~required~~which tois beattached ~~displayed~~as inExhibit ~~the~~99.1 ~~machines~~hereto ~~from~~and ~~Magnum~~incorporated herein atby ~~cost~~reference.

~~On January~~The ~~23,~~LOI ~~2019,~~is ~~the~~non-binding ~~Company entered into a letter agreement (the “Termination Agreement”) with Mr. Thomas~~ and ~~Magnum,~~there ~~pursuant~~can tobe ~~which the parties mutually terminated the Reimbursement Agreement, effective immediately. Under the Termination~~no ~~Agreement,~~assurance ~~Magnum~~that ~~waived~~ the ~~right~~Transaction towill ~~receive~~be ~~any~~consummated ~~amounts~~on ~~under~~ the ~~Reimbursement~~terms ~~Agreement,~~described ~~whether or not accrued as the date of termination~~above, 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~~at ~~advance~~all.

The ~~foregoing~~information ~~descriptions~~furnished ofunder ~~the~~this ~~Reimbursement~~Item ~~Agreement~~7.01, ~~and~~including the ~~Termination~~exhibit ~~Agreement~~related dothereto, shall not ~~purport to~~ be ~~complete~~deemed ~~and~~“filed” ~~are subject~~for topurposes ~~and~~of ~~qualified~~Section in18 ~~their~~of ~~entirety by reference to~~ the ~~full~~Securities ~~text~~Exchange Act of ~~such~~1934, ~~agreements~~as amended, ~~which~~nor ~~are~~shall ~~filed~~it asbe ~~Exhibit~~deemed ~~10.5~~incorporated toby ~~the~~reference ~~Company’s~~in ~~Current~~any ~~Report~~disclosure ondocument ~~Form~~of ~~8-K~~the ~~filed on November 23~~Company, ~~2015~~except ~~and~~as ~~Exhibit~~shall ~~10.1~~be ~~hereto,~~expressly ~~respectively,~~set ~~and~~forth ~~which~~by ~~are~~specific ~~incorporated~~reference ~~herein by~~in ~~reference~~such document.

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.
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.

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~~March 296, 2019

	LONG BLOCKCHAIN CORP.

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

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