Current Report Filing (8-k)
December 01 2017 - 5:17PM
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 27, 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]
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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On
November 27, 2017, Long Island Iced Tea Corp. (the “
Company
”) completed a bridge financing, pursuant to which
the Company received cash of $750,000 (the “
Financing Amount
”), less certain fees as described below. The bridge
financing is pursuant to an Agreement for the Purchase and Sale of Future Receipts (“
Agreement
”) with Radium2
Capital Inc. (“
Radium
”). The Agreement provides for the Company to sell to Radium, without recourse, 15% (the
“
Specified Percentage
”) of the proceeds from the Company’s future sales (the “
Future Receipts
”),
up to a total amount of $986,250, for a purchase price equal to the Financing Amount. The Company incurred estimated expenses
of $10,000 in connection with this Agreement, including an origination fee of $7,500, which was deducted from the Financing Amount.
The Agreement further provides for a 15% discount on the amount of Future Receipts to be paid to Radium, if the entire amount
is paid in full within 126 business days from the date of funding.
The
Specified Percentage of the Future Receipts will be paid by the Company to Radium on a weekly basis. The Agreement contains certain
customary events of default, including the Company interfering with Radium’s right to collect the weekly amount, the Company
materially violating any term or covenant of the Agreement, and the Company using multiple depository accounts without the prior
written consent of Radium. If an event of default occurs, the Specified Percentage will become 100% and the full uncollected Purchase
Amount will become immediately due and payable.
There
is no payment schedule and the Company will have no obligation to pay any amount to Radium, except to the extent of its Future
Receipts as described above. However, the Company’s management expects that the obligation to pay the Future Receipts will
be classified as indebtedness under applicable accounting principles.
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:
December 1, 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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