8-K

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 27, 2017

LONG ISLAND ICED TEA 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 Charlotte Avenue, Hicksville, NY 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))

Item 8.01. Other Events.

As previously disclosed, on January 25, 2017, Long Island Iced Tea Corp. (the “Company”) entered into a selling agent agreement (the “Selling Agent Agreement”) with Alexander Capital, L.P. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the placement agent, on a “best efforts” basis, for an offering to the public (the “Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

Pursuant to the Selling Agent Agreement, the Company initially offered up to 345,090 shares of Common Stock in the Offering, with 268,750 of the shares being offered to the public at a public offering price of $4.00 per share and up to 76,340 of the shares being offering to the Company’s officers and directors at $4.10 per share, the closing bid price of the Common Stock on January 24, 2017. On January 25, 2017, the Company entered into subscription agreements (the “Subscription Agreement”) for the purchase of all the shares being offered.

On January 27, 2017, the Company increased the size of the Offering by 31,250 shares of Common Stock, with such additional shares being offered to the public at a public offering price of $4.00 per share. Accordingly, the Company is offering up to an aggregate of 376,340 shares of Common Stock (the “Shares”) in the Offering. Also on January 27, 2017, the Company entered into Subscription Agreements for the purchase of all the additional shares being offered.

The Company anticipates that the sale of all the Shares will close on January 30, 2017, subject to the satisfaction or waiver of the closing conditions. After deducting fees and expenses payable by the Company in connection with the Offering, including $83,260 in fees and out-of-pocket expenses payable to the Placement Agent, the net proceeds to the Company from the sale of all the Shares are expected to be approximately $1,396,740.

The material terms of the Selling Agent Agreement are described in the Current Report on Form 8-K filed by the Company on January 25, 2017 (the “Prior Form 8-K”), and such description is incorporated herein by reference. Such description of the Selling Agent Agreement and the description of the Offering herein and in the Prior Form 8-K does not purport to be complete and is qualified in its entirety by reference to full text of the Selling Agent Agreement, which is attached as Exhibit 1.1 to the Prior Form 8-K.

The Offering is being made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-213874), which was filed with the Securities and Exchange Commission (“SEC”) on September 30, 2016 and declared effective by the SEC on October 14, 2016, and will be described in more detail in a revised prospectus supplement dated January 27, 2017 to the accompanying base prospectus dated October 14, 2016.

A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1.

On January 27, 2017, the Company issued a press release announcing that it had signed the Subscription Agreements for the additional shares being offered. The press release is attached to this Current Report as Exhibit 99.1.

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Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit	Description
1.1	Selling Agent Agreement, dated January 25, 2017, by and between Long Island Iced Tea Corp. and Alexander Capital, L.P. (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed on January 25, 2017).
5.1	Opinion of Graubard Miller.
23.1	Consent of Graubard Miller (included as part of Exhibit 5.1).
99.1	Press release dated January 27, 2017.

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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 27, 2017

LONG ISLAND ICED TEA CORP.
By:	/s/ Philip Thomas
Name:	Philip Thomas
Title:	Chief Executive Officer

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EX-5.1

Exhibit 5.1

January 27, 2017

Long Island Iced Tea Corp.

116 Charlotte Avenue

Hicksville, NY 11801

Re: Long Island Iced Tea Corp.

Ladies and Gentlemen:

We have acted as counsel for Long Island Iced Tea Corp., a Delaware corporation (“Company”), in connection with the preparation of the registration statement on Form S-3 (File No. 333-213874), filed by the Company with the Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (the “Act”), which was declared effective on October 14, 2016, including the base prospectus included therein, the prospectus supplement thereto, dated January 27, 2017 (the “Prospectus Supplement”), to be filed pursuant to Rule 424(b) promulgated under the Act, relating to the issuance and sale by the Company of 376,340 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), in a “best efforts” offering through a placement agent (the “Offering”). The Shares are to be sold as described in the Registration Statement and the related Prospectus Supplement, pursuant to a selling agent agreement with the placement agent (the “Selling Agent Agreement”) and a subscription agreement with each purchaser in the Offering (the “Subscription Agreements”).

In rendering the opinion set forth below, we have examined (a) the Prospectus Supplement; (b) the Registration Statements and the exhibits thereto; (c) the Selling Agent Agreement and the form of Subscription Agreement; (d) the Company’s Amended and Restated Certificate of Incorporation; (e) the Company’s Bylaws; (f) certain records of the Company’s corporate proceedings as reflected in its minute books; and (g) such statutes, records and other documents as we have deemed relevant.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinions hereinafter expressed.

Long Island Iced Tea Corp.

January 27, 2017

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Based upon and subject to the foregoing, we are of the opinion that the Shares, when sold and issued in accordance with the Prospectus Supplement, the Selling Agent Agreement and Subscription Agreement, against payment therefor, will be duly authorized, validly issued, fully paid and non-assessable.

No opinion is expressed herein other than as to the law of the State of New York, the corporate law of the State of Delaware and the federal law of the United States of America.

We hereby consent to the use of this opinion as an exhibit to the Registration Statements, to the use of our name as counsel to the Company, and to all references made to us in the Registration Statements and the prospectuses forming a part thereof. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Graubard Miller

EX-99.1

Exhibit 99.1

Long Island Iced Tea Corp. Announces Increase in Size of Public Offering

Hicksville, NY (January 27, 2017) — Long Island Iced Tea Corp. (NasdaqCM: LTEA) (the “Company”), a growth-oriented company focused on the ready-to-drink (“RTD”) tea segment in the beverage industry, today announced that it had increased the size of its previously announced public offering. The Company has signed subscription agreements for the sale of an additional 31,250 shares of its common stock, bringing the aggregate number of shares sold in the public offering to 376,340 shares at an average public offering price of $4.02 per share. Alexander Capital, L.P. is acting as the placement agent for the offering on a “best efforts” basis. The offering is subject to customary closing conditions and is expected to close on January 30, 2017.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). These securities may be offered only by means of a prospectus supplement. A revised prospectus supplement relating to the offering is being filed with the Securities and Exchange Commission. Copies of the revised prospectus supplement relating to the offering, together with the accompanying base prospectus included in the registration statement, may be obtained from the Securities and Exchange Commission at http://www.sec.gov, or from Alexander Capital, L.P., 17 State Street, 5th Floor, New York, NY 10004 – Attention: Tim Stack, Telephone: (212) 687-5650. Before you invest, you should read the revised prospectus supplement and the accompanying base prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Long Island Iced Tea Corp.

Headquartered in Long Island, New York, Long Island Iced Tea Corp. operates in the ready-to-drink tea segment of the beverage industry. The Company has developed non-alcoholic, premium iced tea bottled beverages made with quality ingredients that are offered at an affordable price. The Company is currently organized around its flagship brand Long Island Iced Tea^®, a premium, ready-to-drink iced tea sold primarily on the East Coast of the United States through a network of regional chains and distributors.

Forward Looking Statements

This press release 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 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 risk that the closing conditions to the offering will note be satisfied or waived, as well as the Company’s history of losses and expectation of further losses, its ability to expand its operations in both new and existing markets, its ability to develop or acquire new brands, its relationships with distributors, the success of its marketing activities, the effect of competition in its industry and economic and political conditions generally, including the current economic environment and markets. More information about these and 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.

Contacts:

Phil Thomas

Long Island Iced Tea Corp.

1-855-542-2832

info@longislandteas.com