Current Report Filing (8-k)
May 21 2019 - 5:01PM
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):
May 15, 2019
LONG
BLOCKCHAIN CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
001-37808
|
|
47-2624098
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
116
Charlotte Avenue, Hicksville, NY 11801
(Address
of Principal Executive Offices) (Zip Code)
(855)
542-2832
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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):
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
|
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
3.02.
|
Unregistered
Sales of Equity Securities.
|
The
information under Item 5.07 is incorporated herein by reference.
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
The
information under Item 5.07 is incorporated herein by reference.
Item
5.07.
|
Submission
of Matters to a Vote of Security Holders.
|
On
May 15, 2019, Long Blockchain Corp. (the “
Company
”) held a special meeting of its stockholders (the “
Special
Meeting
”). At the Special Meeting, the Company’s stockholders considered a proposal to amend the Company’s
certificate of incorporation to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000
shares, from 35,000,000 shares to 135,000,000 shares (the “
Amendment
”).
A
final tabulation of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes with respect
to the proposal, is set forth below:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
22,148,583
|
|
1,678,159
|
|
69,039
|
|
1,991,593
|
Based
on the foregoing results, the Company’s stockholders approved the Amendment. The Amendment became effective on May 20, 2019,
upon the filing of a certificate of amendment with the Delaware Secretary of State. A detailed description of the Amendment, which
description is incorporated herein by reference, is set forth in the section titled “
Authorized Capital Increase Proposal
”
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on April 22,
2019.
Promptly
after the filing of the certificate of amendment, on May 21, 2019, in accordance with the second amended and restated loan
and option agreement, dated as of January 18, 2019, by and between the Company and Court Cavendish Ltd., as lender, the Company
issued to certain of its key officers and consultants four-year warrants (the “
Warrants
”) to purchase 3,000,000
shares of the Company’s common stock at an exercise price of $0.25 per share, including Warrants to purchase 2,000,000 shares
to Andy Shape, the Company’s Chief Executive Officer. The exercise price and the number of shares issuable upon exercise
of the Warrants are subject to adjustment for stock splits, stock dividends and similar transactions. In addition, the Warrants
may be exercised on a “cashless” basis. The lender requested that the Warrants be issued in order to ensure the interests
of the recipients were aligned with those of the lender. The Warrants were offered and sold, and the underlying shares of the
Company’s common stock are being offered for sale, in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The
foregoing descriptions of the Amendment and the Warrants do not purport to be complete and are subject to and qualified in their
entirety by reference to the full text of such documents, which are filed as Exhibits 3.1 and 4.1 hereto, and which are incorporated
herein by reference.
Item
9.01.
|
Financial
Statements, Pro Forma Financial Information and Exhibits.
|
(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:
May 21, 2019
|
LONG
BLOCKCHAIN CORP.
|
|
|
|
|
By:
|
/s/
Andy Shape
|
|
Name:
|
Andy
Shape
|
|
Title:
|
Chief
Executive Officer
|