Current Report Filing (8-k)
April 11 2018 - 4:01PM
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):
April 10, 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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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
(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. [X]
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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As
previously reported, on February 15, 2018, Long Blockchain Corp. (the “
Company
”) received a notice from the
Listing Qualifications Department (the “
Staff
”) of The Nasdaq Stock Market (“
Nasdaq
”) stating
that Nasdaq had determined to delist the Company’s securities under the discretionary authority granted to Nasdaq pursuant
to Nasdaq Rule 5101. The notification letter also stated that Nasdaq was revoking its prior notification to the Company that it
had regained compliance with the market value of listed securities requirement of Rule 5550(b)(2). The Company appealed to the
Nasdaq Hearings Panel (the “
Panel
”), and a hearing was held on March 22, 2018.
On
April 10, 2018, the Nasdaq Office of General Counsel notified the Company that the Panel had determined to affirm the Staff’s
decision to delist the Company’s shares from Nasdaq and that trading would be suspended effective at the open of business
on April 12, 2018.
On
April 11, 2018, the Company issued a press release announcing the foregoing.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits:
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:
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April
11, 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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