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 4, 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. [ X ]
| Item 1.01. | Entry into a Material Definitive Agreement |
On January 4, 2018, Long Blockchain Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with several third parties (the “Sellers”) to purchase 1,000 Antminer S9 mining rigs and 1,000 APW3++ PSUs (the “Assets”) for $4,200,000, payable $2,900,000 in cash and 260,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Assets are used to mine bitcoin, bitcoin cash and any other coin using SHA256 algorithm. The Sellers have agreed that they will not transfer the shares of Common Stock they receive as consideration for a period of 90 days after the sale of the Assets is consummated (the “Lockup Period”); provided that if the last sale price of the Common Stock is at least $15.00 for fifteen (15) consecutive trading days, the Lockup Period shall terminate at the close of business on the fifteenth (15th) trading day. The Company has agreed to file a registration statement to register the resale of the shares of Common Stock to be issued to the Sellers within 90 days after the consummation of the sale of the Assets and have such registration statement declared effective as soon as practicable thereafter. The Company will use a portion of the proceeds from the Offering (defined below) to pay the cash portion of the purchase price for the Assets. The purchase of the Assets is expected to be consummated as soon as the Assets are received by the Seller from the manufacturer of the Assets, but no later than January 31, 2018.
The Purchase Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
On January 5, 2018, 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. (the “Placement Agent”) 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.
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 (or 4.0% of the aggregate proceeds from the sale of Shares to investors introduced by the Company), for aggregate commissions of approximately $593,384. 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.
After deducting underwriting discounts and estimated expenses payable by the Company associated with the Offering, the net proceeds to the Company are expected to be approximately $7,738,912. The Company anticipates that the Offering will close on January 9, 2018, subject to the satisfaction or waiver of the closing conditions.
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 January 5, 2018 and accompanying base prospectus dated October 14, 2016 filed with the SEC.
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A form of the Subscription Agreement is attached hereto as Exhibit 1.2, 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 January 5, 2018, the Company issued press releases announcing that it had changed its trading symbol, signed the Subscription Agreements and signed the Purchase Agreement, respectively. The press releases are attached to this Current Report as Exhibits 99.1, 99.2 and 99.3, respectively.
| Item 9.01. | Financial Statement and Exhibits. |
| (d) | Exhibits: |
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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 5, 2018
| LONG BLOCKCHAIN CORP. | ||
| By: | /s/ Philip Thomas | |
| Name: | Philip Thomas | |
| Title: | Chief Executive Officer | |
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ASSET PURCHASE AGREEMENT
THIS AGREEMENT made this 4th day of January, 2018
BETWEEN:
THE PARTIES SIGNING A SIGNATURE PAGE ATTACHED HERETO
(collectively, the “Vendor”)
- and -
LONG BLOCKCHAIN CORP.
a corporation incorporated under the laws of the State of Delaware
(the “Purchaser”)
WHEREAS the Vendor is the owner of certain assets being 1,000 Antminer S9 mining rigs and 1,000 APW++ PSUs (the “Assets”);
AND WHEREAS the Purchaser is desirous of purchasing the Assets from the Vendor;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements set out herein, the parties respectively covenant and agree as follows.
| 1. | Definitions. |
Where used in this Agreement or in any amendment, the following terms shall have the following meanings respectively:
| (a) | “Agreement” means this Agreement of Purchase and Sale, including all schedules, and all instruments supplemental to or in amendment or confirmation of this Agreement; | |
| (b) | “Assets” means 1,000 Antminer S9 mining rigs and 1,000 APW++ PSUs; | |
| (c) | “Closing Date:” means the 31st day of January, 2018; | |
| (d) | “Purchase Price” means the purchase price to be paid by the Purchaser to the Vendor as described in Section 2 of this Agreement; and | |
| (e) | “Trading Day” shall means a day, other than a Saturday or Sunday, and other than a statutory holiday in the United States of America. |
| 2. | Purchase Price. The purchase price payable to the Vendor by the Purchaser for the Assets shall be the equivalent sum of FOUR MILLION TWO HUNDRED THOUSAND ($4,200,000 USD) US DOLLARS (the “Purchase Price”). |
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| a. | Payment of Purchase Price. The Purchase Price shall be payable as follows: |
| i. | TWO MILLION, NINE HUNDRED THOUSDAND ($2,900,000 USD) US DOLLARS which shall be paid to the Vendor by the Purchaser on the Closing Date; and | |
| ii. | The issuance of TWO HUNDRED AND SIXTY THOUSAND (260,000) shares of Common Stock of the Purchaser to the Vendor (the “Shares”). |
| b. | Provisions regarding Shares. The following provisions apply to the issuance of the Shares: |
The Vendor agrees that it will not transfer the Shares acquired in this Agreement for a period of 90 days after the Closing Date (the “Lockup Period”); provided, however, that ifthe last sale price of the Purchaser’s common stock is at least FIFTEEN ($15.00) US DOLLARS for fifteen (15) consecutive Trading Days, then the Lockup Period shall terminate at the close of business on the fifteenth (15th) Trading Day;
| i. | The Purchaser agrees to file a registration statement to register the resale of the Shares under the Securities Act of 1933, as amended, within 90 days after the Closing Date and have such registration statement declared effective as soon as practicable thereafter. |
| 3. | The Vendor acknowledges that the purchase of the Assets is conditional on the Purchaser obtaining the necessary financing to pay the $2,900,000 cash portion of the purchase price. If the Purchaser is unable to obtain the necessary financing by January 31, 2018, the Closing Date shall not occur and this agreement shall be deemed null and void and of no further force and effect. |
| 4. | The Vendor will notify the Purchaser when the Assets arrive in Iceland. The Purchaser will then have until the Closing Date to purchase the Assets from Vendor. If the Purchaser obtains the necessary financing for the cash portion of the purchase price on or before such date, it will notify the Vendor and arrange for the cash portion of the purchase price to be wired to an account specified by Vendor and issue the Shares to Vendor, in return for which the Vendor shall cause the Assets to be delivered to a location specified by the Purchaser (the “Purchaser Location”) by the Closing Date. |
| 5. | All risk of loss with respect to the Assets shall remain with Vendor until title to the Assets is transferred to the Purchaser. Title to the Assets shall transfer to the Purchaser upon delivery of the Assets to the Purchaser Location. The Vendor shall assist the Purchaser with the issues relating to warranties or title that may occur related to the Assets in so far as those issues are covered under warranty provided by Bitmain. That is, the Vendor makes no additional warranty or extended warranty over and above the warranty provided by Bitmain as published by Bitmain online. |
| 6. | The Vendor entered into a Master Services Agreement (“MSA”) with Verne Real Estate (“Verne Global”), a company incorporated Iceland who has a data center located in Reykjanesbaer, Iceland which begins on January 15, 2018. The Vendor agrees to assign and sublease all of the rights of the MSA with Verne Global (“Icelandic Data Center”) to the Purchaser upon the Closing Date. The Vendor will provide hosting at cost, exactly as per existing agreement with the Verne Global and represents the price is $75 per month per unit. The Purchaser shall reimburse the Vendor for any security deposit, plus about hardware costs incurred with the Iceland Data center once the machines have been delivered. |
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| 7. | Vendor warrants that the Assets are free from defects in workmanship and materials. Vendor’s liability under the foregoing warranty is limited to replacement of the Assets or repair of defects or refund of the purchase price, at the Purchaser’s option. Vendor hereby transfers and assigns to the Purchaser any and all warranties with respect to the Assets provided by Bitmain to Vendor in connection with his original purchase of the Assets. Accordingly, the Purchaser shall be entitled to the benefit of any warranty to the extent that the warranty is available to any transferee, and the Vendor shall execute such instruments as may be required to transfer the warranty to the Purchaser. No further warranty is provided by Vendor to the Seller in relation to the Assets. The Purchaser shall have the right to inspect the Assets upon receipt, and within 5 business days after delivery the Purchaser shall give notice to Vendor of any claim for damages on account of defect in the Assets. |
| 8. | The Vendor represents and warrants that it understands that the Shares have not been registered under the Securities Act and that the Shares will contain a legend indicating the foregoing; that it would be acquiring the Shares for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Shares in violation of the securities laws of the United States; that it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; and that it is familiar with the proposed business, management, financial condition and affairs of the Purchaser. |
| 9. | General. |
| a. | Confidentiality. The parties shall hold in strictest confidence any information and material which is related to either Purchaser or Vendor’s business or is designated by either Purchaser or Vendor as proprietary and confidential, herein or otherwise. Vendor and Purchaser further covenant not to disclose or otherwise make known to any Party nor to issue or release for publication any articles or advertising or publicity matter relating to this Agreement in which the name of Purchaser or any of its affiliates is mentioned or used, directly or indirectly, unless prior written consent is granted by the other party; provided, however, that the Purchaser shall be entitled to make any disclosures required by it as a public company under applicable law, regulation or stock exchange rule without any consent of Vendor. | |
| b. | Force Majeure. Any delay or failure of Vendor to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond the Vendor’s control, without the Vendor’s fault or negligence and that by its nature could not have been foreseen by the Vendor or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labour stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities). |
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| c. | Notices. All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed duly to have been given if personally delivered to the other Party or if sent by certified mail, return receipt requested, postage prepaid or by Federal Express, United Parcel or other nationally recognized overnight carrier. All notices or communications between Purchaser and Vendor pertaining to this Agreement shall be addressed to the Vendor at: shira@rktaxlaw.com, joekalfa@gmail.com and to the Purchaser at jgallant@graubard.com. Either Party may change its notification address by giving written notice to that effect to the other Party in the manner provided herein. | |
| d. | Waiver. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall neither be considered a waiver nor deprive that Party of any right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing and signed by the Party to be charged therewith. | |
| e. | Modifications. No revision or modification of this Agreement shall be effective unless in writing and executed by authorized representative of both parties. | |
| f. | Assignment. Neither party shall assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the other party of any of its obligations hereunder. | |
| g. | Severability. If any portion of this Agreement is held invalid, such invalidity shall not affect the validity of the remaining portions of the Agreement, and the parties will substitute for any such invalid portion hereof a provision which best approximates the effect and intent of the invalid provision. | |
| h. | Construction and Jurisdiction. This Agreement shall be governed by the laws of the State of New York. Each of the parties to this Agreement hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York. | |
| i. | Headings. The paragraph titles of this Agreement are for conveniences only and shall not define or limit any of the provisions hereof. | |
| j. | Entire Agreement. This Agreement is intended as the complete and exclusive statement of the agreement between Buyer and Vendor with respect to the subject matter hereof, and supersede all prior agreements and negotiations related thereto. |
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| k. | Binding Effect. The provisions hereof shall be binding upon and shall inure to the benefit of Buyer and Vendor, their respective successors, and permitted assigns. | |
| l. | Counterparts. Provided that all parties hereto execute a copy of this Agreement, this Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Executed copies of this Agreement may be delivered by facsimile transmission or other comparable means. This Agreement shall be deemed fully executed and entered into on the date of execution by the last signatory required hereby. |
[SIGNATURES APPEAR ON FOLLOWING PAGES AND ARE SIGNED IN COUNTERPART]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| LONG BLOCKCHAIN CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| 5 |
Accepted and Agreed
VENDOR
_______________________
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SUBSCRIPTION AGREEMENT
This subscription agreement (this “Subscription Agreement”) is dated January __, 2018, by and between the investor identified on the signature page hereto (“Investor”) and Long Blockchain 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 January __, 2018 (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 second business day after the execution hereof (or the third 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.
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 (ii) 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, including the Company’s officers, directors and/or their affiliates (“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 affect 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 BLOCKCHAIN CORP. | ||
| (name) |
| By: | |||
| Name: | Philip Thomas | (signature) | |
| Title: | Chief Executive Officer | ||
| Address for Notice: | (name of signatory, if Investor is an entity) | ||
| Long Blockchain Corp. | |||
| 12-1 Dubon Court | (title of signatory, if Investor is an entity) | ||
| Farmingdale, NY 11735 | |||
| 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]
Graubard Miller
The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 |
||
| facsimile | direct dial number | |
| (212) 818-8881 |
| January 5, 2018 |
Long Blockchain Corp.
21-1 Dubon Court
Farmingdale, N.Y. 11735
| Re: | Long Blockchain Corp. |
Ladies and Gentlemen:
We have acted as counsel for Long Blockchain 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 5, 2018 (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 1,603,294 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), in a “best efforts” offering (the “Offering”). The Shares 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.
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 the applicable Subscription Agreement, against payment therefor, will be duly authorized, validly issued, fully paid and non-assessable.
Long Blockchain Corp.
January 5, 2018
Page 2
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 |
Long Blockchain Corp. Announces Stock Ticker Symbol Change to LBCC
Farmingdale, NY (January 5, 2018) — Long Blockchain Corp. (NasdaqCM: LBCC) (the “Company”) today announced that NASDAQ has approved a change of the Company’s stock trading ticker symbol. Effective today, the Company’s common stock will commence trading on the NASDAQ Capital Market under the trading symbol “LBCC”. The previous trading ticker symbol for the Company was “LTEA”.
The change in the stock trading symbol is reflective of the Company’s new name and previously announced plan to shift its primary corporate focus towards blockchain technology.
The new CUSIP number for the Company’s common stock will be 542614102.
About Long Blockchain Corp.
Long Blockchain Corp. (formerly Long Island Iced Tea Corp.) is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are “on-chain”. Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand ‘The Original Long Island Brand Iced Tea®’.
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 into blockchain technologies, its ability to develop or acquire new brands, 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:
For Investors
Philip Thomas
Long Blockchain Corp.
1-855-542-2832
Long Blockchain Corp. Announces Public Offering of Common Stock
Farmingdale, NY (January 5, 2018) — Long Blockchain Corp. (NasdaqCM: LBCC) (the “Company”) today announced the signing of subscription agreements for a public offering of 1,603,294 shares of its common stock at a public offering price of $5.25 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 January 9, 2018.
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 Blockchain Corp.
Long Blockchain Corp. (formerly Long Island Iced Tea Corp.) is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are “on-chain”. Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand ‘The Original Long Island Brand Iced Tea®’.
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 into blockchain technologies, its ability to develop or acquire new brands, 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:
For Investors
Philip Thomas
Long Blockchain Corp.
1-855-542-2832
Long Blockchain Corp. Enters into Agreement to Acquire 1,000 Bitcoin Mining Machines Manufactured by Bitmain
- Cryptocurrency Mining Equipment Expected to Ship in January 2018 for Immediate Deployment in Experienced Nordic Data Center -
Farmingdale, NY (January 5, 2018) — Long Blockchain Corp. (NasdaqCM: LBCC) (the “Company”) today announced that it has entered into an agreement with certain third parties to purchase 1,000 Antminer S9 mining rigs and 1,000 APW3++ PSUs. This bitcoin mining equipment is manufactured by industry leader Bitmain and is expected to be shipped in January 2018 directly to a secure data center in the Nordic region to immediately commence mining operations.
The mining equipment will be installed in a world-class third-party data center experienced in cryptocurrency mining and located in a Nordic country. Long Blockchain expects to benefit from an established infrastructure and competitive energy costs using geothermal and hydro-electric power sources.
Philip Thomas, Chief Executive Officer of the Company, commented, “We view this transaction as an important and validating initial step in the Company’s progression into blockchain technology. The commencement of our mining operations places us on a path to generating blockchain-related revenue through the accumulation of bitcoin. This platform will help support our longer-term strategy of engaging in partnerships, investments and acquisitions in the blockchain ecosystem.”
The Antminer S9 mining rig includes Bitmain’s BM1387 chips that are built using TSMC’s 16nm FinFET technology and each chip delivers a record-breaking 0.098 J/GHs, making it the world’s most efficient bitcoin mining chip in the consumer market. Each Antminer S9 employs 189 such chips to deliver more hashrate and efficiency than any previous bitcoin miner ever made. The Antminer S9 is able to mine any cryptocurrency using the SHA256 algorithm, including Bitcoin and Bitcoin Cash.
Blockchain acts as a public, decentralized ledger. This ledger provides a single, unified source of data, creating a clearer audit trail and consistency across parties. The Company believes that emerging blockchain technologies are creating a fundamental paradigm shift across the global marketplace, with far reaching applications across all industries from financial services (smart settlements) to consumer packaged goods (supply chain verification) to healthcare (electronic medical records).
About Long Blockchain Corp.
Long Blockchain Corp. (formerly Long Island Iced Tea Corp.) is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are “on-chain”. Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand ‘The Original Long Island Brand Iced Tea®’.
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 into blockchain technologies, its ability to develop or acquire new brands, 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:
For Investors
Philip Thomas
Long Blockchain Corp.
1-855-542-2832