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~~May 2715, 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~~116 ~~Dubon~~Charlotte ~~Court~~Avenue, ~~Farmingdale~~Hicksville, NY ~~11735~~11801

(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 13.02. ~~Termination~~Unregistered Sales of aEquity ~~Material Definitive Agreement~~Securities.

The information ~~set forth~~ under Item 25.0307 is incorporated herein by reference.

Item 25.03. ~~Creation~~Amendments ofto aArticles ~~Direct~~of ~~Financial~~Incorporation ~~Obligation~~ or anBylaws; ~~Obligation~~Change ~~under~~in anFiscal ~~Off-Balance Sheet Arrangement of a Registrant~~Year.

OnThe ~~March~~information ~~27,~~under ~~2019,~~Item ~~Long Island Brand Beverages LLC (“LIBB”), a wholly owned subsidiary of Long Blockchain Corp~~5. ~~(the~~07 ~~“Company”),~~is ~~obtained~~incorporated anherein ~~advance~~by ~~of CA$200,000 (or approximately $150,000) from ECC Ventures 2 Corp~~reference. (“ECC2”) and an advance of CA$250,000 (or approximately $187,500) from Long Island Beverages Corp. (“LIBC,” and together with ECC2, the “Lenders”). ECC2 previously had advanced CA$50,000 (or approximately $37,5000) to LIBB (together with the other advances, the “Loans”).

~~The Loans~~Item ~~by ECC2 were made pursuant to a loan agreement (the “Loan Agreement”) by and among LIBB, the Company and ECC Ventures 2 Corp~~5. ~~(“ECC2”) and a general security agreement (the “Security Agreement”), by and between LIBB and ECC2, each dated as of January 31, 2019~~07. ~~The~~Submission 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~~Matters ~~(the “LOI”), dated January 16, 2019, relating~~ to ~~the sale of LIBB to ECC2 for~~ a ~~combination of~~Vote ~~cash and shares~~ of ~~ECC2~~Security ~~(the “Transaction”)~~Holders.

~~The~~On ~~Loans~~May ~~incur~~15, ~~interest~~2019, atLong aBlockchain ~~rate~~Corp. of(the ~~10%~~“Company”) ~~per~~held ~~annum~~a ~~and~~special ~~mature~~meeting onof ~~July~~its ~~31,~~stockholders ~~2019~~(the “Special Meeting”). ~~Accrued~~At ~~and~~the ~~unpaid~~Special ~~interest~~Meeting, isthe ~~payable~~Company’s instockholders ~~cash~~considered ~~on July~~a 1,proposal ~~2019~~to ~~and~~amend on the ~~first~~Company’s certificate ~~day~~ of ~~each~~incorporation ~~calendar~~to ~~month~~increase ~~thereafter.~~the ~~The~~total ~~guaranty~~number ~~terminates upon consummation~~ of ashares ~~sale~~ of ~~all or~~common ~~substantially~~stock ~~all of~~ the ~~equity~~Company oris ~~assets~~authorized ~~of LIBB~~ to ~~the~~issue ~~Lender or its affiliates. The Loans are secured~~ by ~~all of~~100,000,000 ~~the~~shares, ~~assets~~from of35,000,000 ~~LIBB~~shares ~~and~~to ~~are~~135,000,000 ~~guaranteed~~shares by (the ~~Company~~“Amendment”).

~~The~~A ~~Loan~~final ~~Agreement~~tabulation ~~contains~~of ~~customary~~votes ~~representations~~cast ~~and~~for ~~warranties~~ and ~~affirmative~~against ~~and~~the ~~negative covenants of LIBB~~proposal, ~~including~~as ~~without limitation~~well ~~covenants~~as ~~that~~the ~~restrict~~number ~~LIBB~~of ~~from~~abstentions ~~making investments, incurring liens~~ and ~~permitting~~broker anon-votes ~~change~~with ~~of control~~ respect to ~~occur~~the proposal, ~~subject~~ tois ~~certain~~set ~~exceptions.~~forth below:

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.

For		Against		Abstain		Broker Non-Vote
22,148,583		1,678,159		69,039		1,991,593

~~The~~Based ~~Company~~on ~~used~~the ~~$235~~foregoing results,~~000~~ of the ~~Loans~~Company’s tostockholders ~~satisfy~~approved inthe ~~full~~Amendment. ~~its~~The ~~obligations~~Amendment ~~under~~became ~~that~~effective ~~certain~~on ~~agreement~~May ~~for~~20, 2019, upon the ~~purchase~~filing ~~and~~of ~~sale~~a certificate of ~~future~~ ~~receipts~~amendment (with the ~~“Radium~~Delaware ~~Agreement”),~~Secretary ~~dated~~of ~~November~~State. ~~27,~~A ~~2017,~~detailed ~~with~~description ~~Radium2~~of ~~Capital~~the ~~Inc.~~Amendment, ~~(“Radium”).~~which ~~Pursuant~~description tois ~~the~~incorporated ~~Radium~~herein ~~Agreement~~by reference, ~~Radium~~is ~~was~~set ~~entitled~~forth toin ~~receive~~the ~~15%~~section oftitled ~~the~~“Authorized ~~proceeds~~Capital ~~from~~Increase Proposal” in the Company’s ~~future~~definitive ~~sales, up~~proxy tostatement afiled ~~specified~~with ~~maximum amount. Upon payment of~~ the ~~$235,000,~~Securities ~~the~~and ~~Radium~~Exchange ~~Agreement~~Commission ~~was~~on ~~terminated~~Schedule ~~and~~14A ~~the~~on ~~Company~~April ~~has no~~22, ~~further obligation thereunder~~2019.

~~The~~Promptly ~~foregoing~~after ~~descriptions~~the filing of the ~~Loan~~certificate ~~Agreement~~of amendment, on May 21, 2019, in accordance with the second amended and restated loan and option agreement, dated as of January 18, 2019, by and between the ~~Security~~Company ~~Agreement~~and doCourt ~~not~~Cavendish ~~purport~~Ltd., as lender, the Company issued to becertain ~~complete~~of its key officers and consultants four-year warrants (the “Warrants”) to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share, including Warrants to purchase 2,000,000 shares to Andy Shape, the Company’s Chief Executive Officer. The exercise price and the number of shares issuable upon exercise of the Warrants are subject to adjustment for stock splits, stock dividends and ~~qualified~~similar transactions. In addition, the Warrants inmay ~~their~~be ~~entirety~~exercised byon ~~reference~~a “cashless” basis. The lender requested that the Warrants be issued in order to ensure the ~~full~~interests of ~~text~~the recipients were aligned with those of ~~such~~the ~~agreements,~~lender. ~~which~~The ~~are~~Warrants ~~filed~~were asoffered ~~exhibits~~and ~~hereto~~sold, and ~~which~~the ~~are~~underlying ~~incorporated~~shares of the ~~herein~~Company’s common stock are being offered for sale, in reliance on the exemption from registration provided by ~~reference~~Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

2The foregoing descriptions of the Amendment and the Warrants do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 3.1 and 4.1 hereto, and which are incorporated herein by reference.

Item 39.0201. ~~Unregistered~~Financial ~~Sales~~Statements, ofPro ~~Equity~~Forma ~~Securities~~Financial Information and Exhibits.

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
Exhibit No.		Description
10.1		Form of Loan Agreement.
3.1		Certificate of Amendment.
10.2		Form of General Security Agreement.
4.1		Form of Warrant (incorporated by reference to Exhibit A of the Loan and Option Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 22, 2019).

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: ~~April~~May 221, 2019

	LONG BLOCKCHAIN CORP.

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

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