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): March 627, 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 71.0102 ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement.

~~As previously announced, Long Blockchain Corp.~~The ~~(the~~information ~~“Company”)~~set isforth ~~party~~under toItem ~~a letter of intent (“LOI”) with ECC Ventures~~ 2 ~~Corp~~.03 (“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~~Item ~~LOI~~2.03 isCreation ~~non-binding~~of ~~and~~a ~~there~~Direct ~~can~~Financial beObligation ~~no assurance~~or ~~that~~an ~~the~~Obligation ~~Transaction~~under ~~will~~an beOff-Balance ~~consummated~~Sheet onArrangement ~~the~~of ~~terms~~a ~~described above, or at all~~Registrant.

~~The~~On ~~information~~March ~~furnished~~27, ~~under~~2019, ~~this~~Long ~~Item~~Island ~~7.01,~~Brand ~~including~~Beverages ~~the~~LLC ~~exhibit~~(“LIBB”), ~~related~~a ~~thereto,~~wholly ~~shall~~owned ~~not~~subsidiary beof ~~deemed~~Long Blockchain Corp. (the “~~filed~~Company”), ~~for purposes~~obtained an advance of ~~Section~~CA$200,000 18(or ofapproximately ~~the~~$150,000) ~~Securities~~from ~~Exchange~~ECC ~~Act~~Ventures 2 Corp. (“ECC2”) and an advance of ~~1934~~CA$250,000 as(or ~~amended~~approximately $187,500) ~~nor~~from ~~shall~~Long itIsland beBeverages ~~deemed~~Corp. ~~incorporated~~(“LIBC,” byand ~~reference in~~together ~~any~~with ~~disclosure~~ECC2, ~~document~~the of“Lenders”). ~~the~~ECC2 ~~Company,~~previously ~~except~~had asadvanced ~~shall~~CA$50,000 be(or ~~expressly~~approximately ~~set~~$37,5000) ~~forth~~to byLIBB ~~specific~~(together with ~~reference~~the inother ~~such~~advances, ~~document~~the “Loans”).

The Loans by ECC2 were made pursuant to a loan agreement (the “Loan Agreement”) by and among LIBB, the Company and ECC Ventures 2 Corp. (“ECC2”) and a general security agreement (the “Security Agreement”), by and between LIBB and ECC2, each dated as of January 31, 2019. The Loan by LIBC was made on terms substantially similar to those contained in the Loan Agreement and Security Agreement. As previously disclosed, the Company, ECC2 and LIBC are party to that certain letter of intent (the “LOI”), dated January 16, 2019, relating to the sale of LIBB to ECC2 for a combination of cash and shares of ECC2 (the “Transaction”).

The Loans incur interest at a rate of 10% per annum and mature on July 31, 2019. Accrued and unpaid interest is payable in cash on July 1, 2019 and on the first day of each calendar month thereafter. The guaranty terminates upon consummation of a sale of all or substantially all of the equity or assets of LIBB to the Lender or its affiliates. The Loans are secured by all of the assets of LIBB and are guaranteed by the Company.

The Loan Agreement contains customary representations and warranties and affirmative and negative covenants of LIBB, including without limitation covenants that restrict LIBB from making investments, incurring liens and permitting a change of control to occur, subject to certain exceptions.

The Loan Agreement provides that the termination of the LOI or any definitive agreements executed with respect to the Transactions (the “Definitive Agreement”), the breach of the LOI or Definitive Agreements by the Company or LIBB, and certain other customary events constitute events of default. Upon the occurrence of an event of default, at the option of the Lender, all principal and interest under the Lender’s Loan will become immediately due and payable. Notwithstanding the foregoing, if the event of default relates to the termination of the LOI or Definitive Agreements by the Lender without the consent of LIBB, or the termination of such agreements by another party based on a breach by the Lender, LIBB will have 30 days after demand to repay the Lender’s Loan.

The Company used $235,000 of the Loans to satisfy in full its obligations under that certain agreement for the purchase and sale of future receipts (the “Radium Agreement”), dated November 27, 2017, with Radium2 Capital Inc. (“Radium”). Pursuant to the Radium Agreement, Radium was entitled to receive 15% of the proceeds from the Company’s future sales, up to a specified maximum amount. Upon payment of the $235,000, the Radium Agreement was terminated and the Company has no further obligation thereunder.

The foregoing descriptions of the Loan Agreement and the Security 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 exhibits hereto and which are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

On April 1, 2019, the Company entered into a settlement agreement with Julian Davidson, the Company’s former Chairman of the Board, pursuant to which the Company and Mr. Davidson finally settled certain claims made by Mr. Davidson for severance. Pursuant to the settlement agreement, among other things, the Company agreed to issue 1,000,000 shares of common stock to Mr. Davidson and granted Mr. Davidson certain registration rights with respect to the shares. The shares are being issued to Mr. Davidson in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		Press release.
10.1		Form of Loan Agreement.
10.2		Form of General Security Agreement.

~~Forward Looking Statements~~3

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: ~~March~~April 62, 2019

	LONG BLOCKCHAIN CORP.

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

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