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 9, 2018
Long Blockchain Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-37808 | | 47-2624098 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 21-1 Dubon Court, Farmingdale, NY | | 11735 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(855) 542-2832
N/A
(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 Holdco 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.
| Item 1.01. | Entry into a Material Definitive Agreement |
The information set forth in Item 8.01 is hereby incorporated by reference.
On January 5, 2018, Long Blockchain Corp. (the “Company”) commenced an offering (the “Offering”) of up to 1,603,294 shares of Common Stock at a public offering price of $5.25 per share, with Alexander Capital, L.P. acting as the placement agent, on a “best efforts” basis. On the same date, the Company entered into subscription agreements (the “Subscription Agreements”) with the investors for the purchase and sale of all the shares being offered in the Offering.
On January 9, 2018, the Company issued a press release announcing that it was not proceeding with the Offering at this time but that it was continuing with its plan to consummate the purchase of 1,000 Antminer S9 mining rigs and 1,000 APW3++ PSUs, which it expects to be shipped in January 2018 for immediate commencement of mining operations. The press release is attached to this Current Report as Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. |
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 11, 2018
| | LONG BLOCKCHAIN CORP. |
| | | |
| | By: | /s/ Philip Thomas |
| | Name: | Philip Thomas |
| | Title: | Chief Executive Officer |
