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): ~~May~~June 1525, 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.)

~~116~~12-1 ~~Charlotte~~Dubon ~~Avenue~~Court, ~~Hicksville~~Farmingdale, NY ~~11801~~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 32.~~02.~~03 ~~Unregistered~~Creation ~~Sales~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Equity~~a ~~Securities~~Registrant.

~~The~~On ~~information~~June ~~under~~25, ~~Item~~2019, 5Long Island Brand Beverages LLC (“LIBB”), a wholly owned subsidiary of Long Blockchain Corp.07 (the “Company”), requested advances totalling approximately CA$133,140 (or approximately $101,321) from Long Island Beverage Corp. (“LIBC”), of which $24,378 was received on June 26, 2019 and the remainder is ~~incorporated~~expected to ~~herein~~be byreceived ~~reference~~promptly.

~~Item~~As previously ~~5.03.~~disclosed, ~~Amendments~~LIBC previously had advanced CA$250,000 (or approximately $187,500) to ~~Articles~~LIBB, pursuant to a loan agreement by and among LIBB, the Company and LIBC, and a general security agreement, by and between LIBB and LIBC, each dated as of ~~Incorporation~~January 31, 2019. LIBB also had received an advance of CA$250,000 (or ~~Bylaws;~~approximately ~~Change~~$187,500) infrom ~~Fiscal~~ECC ~~Year~~Ventures 2 Corp. (“ECC2”), pursuant to a substantially identical loan agreement (together, the “Loan Agreements”) and a substantially identical general security agreement (together, the “Security Agreements,” and all the advances from LIBC and ECC2, together, the “Loans”).

The ~~information~~advances ~~under~~totalling ~~Item~~approximately 5CA$133,140 were requested in connection with an amendment to the Loan Agreement with LIBC executed on June 25, 2019.07 The Company and LIBB also executed an amendment to the Loan Agreement with ECC2 on June 25, 2019 (together, the “Amendments”). The Amendments increased the maximum amount of the Loans from LIBC to CA$400,000, and extended the first interest payment date and the maturity date of all the Loans. All remaining terms of the Loan Agreements remain unchanged. The Loans incur interest at a rate of 10% per annum and mature on August 31, 2019. Accrued and unpaid interest is ~~incorporated~~payable ~~herein~~in cash commencing on August 1, 2019 and on the first day of each calendar month thereafter. The Loans are secured by ~~reference~~all of the assets of LIBB and are guaranteed by the Company. The guaranty terminates upon consummation of a sale of all or substantially all of the equity or assets of LIBB to LIBC or ECC2 or any of their respective affiliates. As previously disclosed, LIBB, LIBC and ECC2 also are party to that certain letter of intent, dated January 16, 2019, as amended, relating to the sale of LIBB to ECC2 for a combination of cash and shares of ECC2 (the “Transaction”).

~~Item~~The Company ~~5.07.~~will ~~Submission~~use ofthe ~~Matters~~CA$133,140 advance to apay ~~Vote~~for ofongoing ~~Security~~overhead ~~Holders~~expenses such as rent and payroll, legal, auditing, and accounting services in relation to the Transaction, and amounts due to lenders and/or vendors in order to maintain ongoing business operations.

OnThe ~~May~~foregoing ~~15,~~description ~~2019,~~of ~~Long~~the ~~Blockchain~~Loan ~~Corp.~~Agreements (and the ~~“Company”)~~Security ~~held~~Agreements adoes ~~special~~not ~~meeting~~purport ofto be complete and is subject to and qualified in its ~~stockholders~~entirety (by reference to the ~~“Special Meeting”).~~full Attext of the ~~Special~~forms ~~Meeting~~of such agreements, ~~the~~copies ~~Company’s~~of ~~stockholders~~which ~~considered~~are afiled ~~proposal~~as exhibits to ~~amend~~ the Company’s ~~certificate~~ ofcurrent ~~incorporation~~report toon ~~increase~~Form ~~the~~8-K ~~total~~filed ~~number~~on ofApril ~~shares~~2, of2019 ~~common~~and ~~stock~~are incorporated herein by reference. The foregoing description of the ~~Company~~Amendments does not purport to be complete and is ~~authorized~~subject to ~~issue~~and qualified in its entirety by ~~100,000,000~~reference to ~~shares,~~the ~~from~~full ~~35,000,000~~text ~~shares~~of tothe ~~135~~Amendments,~~000,000~~ ~~shares~~copies ~~(the~~of ~~“Amendment”).~~which are filed as exhibits hereto and are incorporated herein by reference

~~A final~~Item ~~tabulation~~9.01 ofFinancial ~~votes cast for and against the proposal~~Statements, asPro ~~well~~Forma asFinancial ~~the~~Information ~~number of abstentions~~ and ~~broker non-votes with respect to the proposal, is set forth below:~~Exhibits.

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

Based on the foregoing results, the Company’s stockholders approved the Amendment. The Amendment became effective on May 20, 2019, upon the filing of a certificate of amendment with the Delaware Secretary of State. A detailed description of the Amendment, which description is incorporated herein by reference, is set forth in the section titled “Authorized Capital Increase Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on April 22, 2019.

Promptly after the filing of the certificate 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 Company and Court Cavendish Ltd., as lender, the Company issued to certain 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 similar transactions. In addition, the Warrants may be exercised on a “cashless” basis. The lender requested that the Warrants be issued in order to ensure the interests of the recipients were aligned with those of the lender. The Warrants were offered and sold, and the underlying shares of the Company’s common stock are being offered for sale, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

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

(d)

Exhibits:

Exhibit No.		Description
Exhibit		Description
3.1		Certificate of Amendment.
10.1		Amendment to Loan Agreement and Promissory Note, dated as of June 25, 2019, by and among Long Island Beverages Corp., Long Island Brand Beverages LLC and Long Blockchain Corp.
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).
10.2		Amendment to Loan Agreement and Promissory Note, dated as of June 25, 2019, by and among ECC Ventures 2 Corp., Long Island Brand Beverages LLC and Long Blockchain Corp.

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: ~~May~~July 211, 2019

	LONG BLOCKCHAIN CORP.

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

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