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 30, 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. |
On January 30, 2017, Long Island Iced Tea Corp. (the “Company”) consummated the offering (the “Offering”) of an aggregate of 376,340 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, pursuant to the selling agent agreement, dated January 25, 2017, by and between the Company and Alexander Capital, L.P., as placement agent, and the subscription agreements by and between the Company and each of the purchasers in the Offering. Of the aggregate number of Shares sold, 300,000 Shares were sold to the public at a price of $4.00 per share and 76,340 of the Shares were sold to the Company’s officers and directors at a price of $4.10 per share, the most recent closing bid price of the Common Stock at the time the officers and directors executed their subscription agreements.
Upon the closing of the Offering, pursuant to the previously disclosed terms of the consulting agreement with Julian Davidson, the Company’s Executive Chairman, the Company granted Mr. Davidson 20,000 shares of Common Stock and an option to purchase 71,686 shares of Common Stock at an exercise price of $4.09 per share.
The Offering generated total net proceeds, after payment of the placement agent fees and other offering expenses, of approximately $1.4 million. The press release announcing the consummation of the Offering is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. | |
| (d) | Exhibits: |
| Exhibit | Description | |
| 99.1 | Press release dated January 30, 2017. |
| 2 |
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 30, 2017
| LONG ISLAND ICED TEA CORP. | ||
| By: | /s/ Philip Thomas | |
| Name: | Philip Thomas | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
Long Island Iced Tea Corp. Announces Closing of Public Offering
Hicksville, NY (January 30, 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 the closing of its previously announced public offering of 376,340 shares of common stock at an average price of approximately $4.02 per share. The Company received net proceeds of approximately $1.4 million from the offering. Alexander Capital, L.P. acted as the placement agent for the offering.
The offering was made pursuant to an effective shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2016 and declared effective by the SEC on October 14, 2016. A prospectus supplement dated January 27, 2017 relating to the offering was filed with the Securities and Exchange Commission. Copies of the prospectus supplement, 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.
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 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