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): June 14, 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 1.01.  Entry into a Material Definitive Agreement.

On June 14, 2017, Long Island Iced Tea Corp. (the “Company”) commenced an offering (the “Offering”) of up to 256,848 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with Alexander Capital, L.P. (the “Placement Agent”) acting as the placement agent, on a “best efforts” basis. Of such Shares, up to 231,850 were offered to the public at a public offering price of $5.00 per share and up to 24,998 were offered to the Company’s officers and directors at $5.60 per share, the closing bid price of the Common Stock on June 14, 2017. 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.

The Company agreed to pay the Placement Agent fees totaling 8.0% of the aggregate gross proceeds from the sale of the Shares to investors introduced to the Company by the Placement Agent, for an aggregate of $30,660 based on 76,650 Shares sold to such investors. In addition, the Company agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the Placement Agent may be required to make for these liabilities.

The Company anticipates that the Offering will close on June 20, 2017. After deducting fees and expenses payable by the Company in connection with the Offering, including the fees payable to the Placement Agent, the net proceeds to the Company are expected to be approximately $1,258,590.

The Offering was 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 is described in more detail in a prospectus supplement dated June 14, 2017 and accompanying base prospectus dated October 14, 2016 to be filed with the SEC.

A form of the Subscription Agreement is attached hereto as Exhibit 1.1, and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 8.01. Other Events.

On June 15, 2017, the Company issued a press release announcing that it had signed the Subscription Agreements. The press release is attached to this Current Report as Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

(d)       Exhibits:

Exhibit	Description
1.1	Form of Subscription Agreement.
5.1	Opinion of Graubard Miller.
23.1	Consent of Graubard Miller (included as part of Exhibit 5.1).
99.1	Press release dated June 15, 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: June 15, 2017

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

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EX-1.1

Exhibit 1.1

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”) is dated June 14, 2017, by and between the investor identified on the signature page hereto (“Investor”) and Long Island Iced Tea Corp., a Delaware corporation (the “Company”), whereby the parties agree as follows:

1. Subscription.

(a) Investor agrees to buy, and the Company agrees to sell and issue to Investor, the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereto (such shares of Common Stock, the “Shares”), at a price of $____ per Share, for an aggregate purchase price as set forth on the signature page hereto (the “Purchase Price”).

(b) The Shares have been registered on the Company’s registration statement on Form S-3 (File No. 333-213874) (the “Registration Statement”), which has been declared effective by the Securities and Exchange Commission (the “Commission”), has remained effective since such date and is effective on the date hereof. The Shares are being issued in connection with an offering (the “Offering”) to be described in a prospectus supplement, dated June 14, 2017 (the “Prospectus Supplement”), to the base prospectus included in the Registration Statement, dated October 14, 2016 (the “Base Prospectus,” and together with the Prospectus Supplement, the “Prospectus”), which will be delivered to the Investor in accordance with Rule 172 under the Securities Act of 1933, as amended (the “Securities Act”).

(c) On or before the third business day after the execution hereof (or the fourth business day if executed after 4:30 p.m. Eastern time) (the “Closing Date”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Investor will provide the Purchase Price by delivery of immediately available funds to the account designated in writing by the Company at least one (1) business day prior to the Closing Date and, on the Closing Date, the Company shall cause the Shares to be delivered to Investor (the “Closing”). The transfer of the Shares to the Investor shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions.”

2. Company Representations and Warranties. The Company confirms that neither it nor any other person acting on its behalf has provided Investor or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and the Company’s press release and Form 8-K filed with the Commission in connection with the Offering. The Company understands and confirms that Investor will rely on the foregoing in effecting transactions in securities of the Company. In addition to and without limiting the foregoing, the Company represents and warrants that: (a) it has full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) the Company’s articles of incorporation or by-laws, or (ii) any agreement or any law or regulation to which the Company is a party or by which any of its property or assets is bound; (d) the Shares have been duly authorized for sale and issuance, and when issued and delivered, will be validly issued, fully paid and nonassessable; (e) the Registration Statement and any post-effective amendment thereto filed prior to the date hereof pursuant to the Securities Act, at the time it became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) the Base Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document), as of their respective dates and as of the date hereof, did not contain, and the Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document), as of their respective dates and as of the Closing Date, will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights.

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3. Investor Representations, Warranties and Acknowledgments. Investor represents and warrants that: (a) it has full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and constitutes a valid and binding agreement of Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) Investor’s certificate of incorporation or by-laws (or other similar governing documents), or (ii) any material agreement or any law or regulation to which Investor is a party or by which any of its property or assets is bound; and (d) prior to the execution hereof, Investor has had full access to and relied only upon (i) the Base Prospectus, including information incorporated by reference therein (except to the extent modified or superseded by a later filed document), and (iii) the pricing information communicated orally by the Company. Investor has not relied on any other information from the Company’s officers, directors or agents, and confirms that none of such persons has made any representations or warranties to Investor or its agents in connection with the Offering or the Company. Investor further acknowledges that other investors (“Other Investors”) are concurrently entering into subscription agreements in substantially the same form as this Subscription Agreement as part of the Offering.

4. Company Covenants. If this Subscription Agreement is executed by the parties hereto outside the regular trading hours of the financial markets in New York City, the Company and Investor agree that the Company shall, prior to the next opening of the financial markets in New York City, issue a press release announcing the Offering and disclosing all material information regarding the Offering, if reasonably feasible. If this Subscription Agreement is executed by the parties hereto during the regular trading hours of the financial markets in New York City, such press release shall be issued prior to the close of the financial markets on the date hereof, if reasonably feasible.

5. Conditions to the Company’s Obligations. The Company’s obligation to issue and sell the Shares to Investor shall be subject to: (a) the receipt by the Company of the Purchase Price for the Shares being purchased hereunder as set forth on the signature page hereto and (b) the accuracy in all material respects of the representations and warranties made by Investor and the fulfillment of those undertakings of Investor to be fulfilled prior to the Closing Date.

6. Conditions to Investor’s Obligations. Investor’s obligation to purchase the Shares will be subject to the accuracy in all material respects of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date. Investor’s obligations are not conditioned on the purchase of Shares by the Other Investors in the Offering.

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7. Miscellaneous.

(a) The Company has the right to reject this subscription, in whole or in part, for any reason and at any time prior to the Closing. In the event of the rejection of this subscription, the Purchase Price will be promptly returned to Investor without interest or deduction and this Subscription Agreement shall have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by Investor until one copy of this Subscription Agreement has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred.

(b) Except as otherwise provided herein, this Subscription Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription Agreement. This Subscription Agreement may be modified only in writing signed by the parties hereto.

(c) This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or PDF.

(d) The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely effect the economic rights of either party hereto.

(e) All communications hereunder shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile or electronic mail, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

To the Company: as set forth on the signature page hereto.

To Investor: as set forth on the signature page hereto.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

(f) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. To the extent determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements incurred in enforcement of, or protection of, any of its rights under this Agreement.

[Signature Page Follows]

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If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this letter.

COMPANY:		INVESTOR:
LONG ISLAND ICED TEA CORP.
		(name)
By:
Name:	Philip Thomas	(signature)
Title:	Chief Executive Officer
Address for Notice:		(name of signatory, if Investor is an entity)
Long Island Iced Tea Corp.
116 Charlotte Ave.		(title of signatory, if Investor is an entity)
Hicksville, NY 11801
Fax:		Address for Notice:
E-mail: pthomas@longislandteas.com
Attn: Philip Thomas
With a copy to:
Graubard Miller		Fax:
405 Lexington Avenue
New York, NY 10174		E-mail:
Facsimile: (888) 818-8881
E-mail: jgallant@graubard.com		Attn:
Attn: Jeffrey M. Gallant
		Number of Shares:
		Total Purchase Price:	$
		Check one of the following:
		[  ] Deliver by DWAC:
		(Name of DTC Participant)
The sale of the Shares is being made pursuant to a registration statement under the Securities Act. A final prospectus relating to the sale of the Shares will be filed with the Commission and will be available on the Commission’s website at www.sec.gov.
		(DTC Participant Number)
		(Account Number)
		[  ] Deliver by physical certificate.

[Signature Page to Subscription Agreement]

EX-5.1

Exhibit 5.1

June 14, 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, and the prospectus supplement thereto, dated January 14, 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 256,848 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 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 Statement and the exhibits thereto; (c) 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.

June 14, 2017

Page 2

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 and Subscription Agreements, 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 Public Offering of Common Stock

Hicksville, NY (June 15, 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 signing of subscription agreements for a public offering of 256,848 shares of its common stock at an average public offering price of $5.06 per share. Alexander Capital, L.P. acted as the placement agent for the offering on a “best efforts” basis. The offering is expected to close on June 20, 2017.

The offering was 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”). A prospectus supplement relating to the offering is being filed with the Securities and Exchange Commission. Copies of the 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.

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 other 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 uncertainties, risks and other factors include the risk that the offering will not close. These uncertainties, risks and other factors also 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