Amended Current Report Filing (8-k/a)
February 21 2018 - 5:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(AMENDMENT
NO. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
February 15, 2018
Long
Blockchain Corp.
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(Exact
Name of Registrant as Specified in Charter)
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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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12-1
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
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(Former
Name or Former Address, if Changed Since Last Report)
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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. [X]
Explanatory
Note
On
February 16, 2018, Long Blockchain Corp. (the “Company”) filed a Current Report on Form 8-K (the “Report”)
with the Securities and Exchange Commission to report a letter received from the Listing Qualifications Department (the “Staff”)
of The NASDAQ Stock Market LLC (“Nasdaq”). This Amendment No. 1 to the Current Report on Form 8-K/A amends and restates
Item 3.01 of the Report to include additional information relating to the letter received from the Staff.
Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
February 15, 2018, the Company received a notice from the Staff indicating that they had determined to delist the Company’s
securities under the discretionary authority granted to Nasdaq pursuant to Nasdaq Rule 5101. The notification letter stated that
the Staff believed that the Company made a series of public statements designed to mislead investors and to take advantage of
general investor interest in bitcoin and blockchain technology, thereby raising concerns about the Company’s suitability
for exchange listing. The notification letter also stated that the Staff was revoking its January 23, 2018 notification to the
Company that it had regained compliance with the market value of listed securities requirement of Rule 5550(b)(2) (the “MVLS
Rule”). The revocation was based on the Staff’s view that the Company’s return to compliance with the MVLS Rule
was a result of the disclosures with which the Staff had taken issue.
The
Company strongly disagrees with the Staff’s determination and, accordingly, has appealed to a Hearings Panel. As a result,
the Staff’s notification has no effect at this time on the listing of the Company’s common stock, and the stock will
continue to trade uninterrupted under the symbol “LBCC.”
In
connection with the appeal, in addition to addressing the Staff’s discretionary authority concerns, the Company will need
to demonstrate its ability to comply with the MVLS Rule or the alternative listing requirement of $2.5 million in stockholders’
equity. In order to regain compliance with the MVLS Rule, the market value of the Company’s listed securities must remain
at $35 million or more for a minimum of ten consecutive business days (Nasdaq has the discretion to monitor compliance for as
long as 20 consecutive business days before deeming the Company in compliance).
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:
February 21, 2018
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LONG
BLOCKCHAIN CORP.
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By:
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/s/
Shamyl Malik
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Shamyl
Malik
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Chief
Executive Officer
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