Current Report Filing (8-k)
November 30 2017 - 4:16PM
Edgar (US Regulatory)
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):
November 24, 2017
LONG
ISLAND ICED TEA CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-37808
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47-2624098
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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12-1
Dubon Court, Farmingdale, NY 11735
(Address
of Principal Executive Offices) (Zip Code)
(855)
542-2832
(Registrant’s
Telephone Number, Including Area Code)
116
Charlotte Avenue, Hicksville, NY 11801
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Effective
on November 24, 2017, Edward Hanson resigned from the board of directors (the “
Board
”) of Long Island Iced
Tea Corp. (the “
Company
”) and from each committee on which he served. Mr. Hanson’s resignation was not
due to any disagreement with the Company or its management on any matter relating to the Company’s operations, policies
or practices (financial or otherwise).
On
November 30, 2017, the Company appointed William Hayde and John Carson as members of the Board. Mr. Hayde will serve on the audit
and nominating committees of the Board. Mr. Carson will serve on the strategy committee of the Board. As a non-employee director
of the Company, each of Mr. Hayde and Mr. Carson will receive an annual cash fee of $30,000 and an annual award of $35,000 in
shares of our common stock, valued as of December 31st of each year. In addition, the Company will enter into an indemnification
agreement with each of Mr. Hayde and Mr. Carson, pursuant to which the Company will indemnify, and advance expenses to, Mr. Hayde
and Mr. Carson to the fullest extent permitted by applicable law. The foregoing description of the indemnification is qualified
by reference to the full text of the agreement, which is attached as Exhibit 10.4 to the Company’s Current Report on Form
8-K filed on June 2, 2015 and is incorporated herein by reference.
Mr.
Carson served as a member of the Company’s advisory board from August 2015 until May 2017 and served as an advisor to the
Company’s strategy committee from June 2017 until his appointment to the Board. As compensation for his services, Mr. Carson
earned total compensation of $20,250, $42,000 and $30,000 (including $16,250, $30,000 and $30,000 payable in shares of the Company’s
common stock) during the nine months ended September 30, 2017, the year ended December 31, 2016 and the year ended December 15,
2015, respectively.
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:
November 30, 2017
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LONG
ISLAND ICED TEA CORP.
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By:
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/s/
Philip Thomas
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Name:
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Philip Thomas
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Title:
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Chief Executive Officer
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