Current Report Filing (8-k)
January 11 2018 - 5:26PM
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):
January 9, 2018
Long
Blockchain 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
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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21-1
Dubon Court, Farmingdale, NY
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11735
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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.
I
tem
1.01.
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Entry
into a Material Definitive Agreement
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The
information set forth in Item 8.01 is hereby incorporated by reference.
On
January 5, 2018, Long Blockchain Corp. (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. 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.
On
January 9, 2018, the Company issued a press release announcing that it was not proceeding with the Offering at this time but that
it was continuing with its plan to consummate the purchase of 1,000 Antminer S9 mining rigs and 1,000 APW3++ PSUs, which it expects
to be shipped in January 2018 for immediate commencement of mining operations. The press release is attached to this Current Report
as Exhibit 99.1.
Item
9.01.
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Financial
Statement and 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 11, 2018
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LONG
BLOCKCHAIN 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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