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): December 26, 2017

Long Blockchain Corp.

(Exact Name of Registrant as Specified in Charter)

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):

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 set forth in Item 8.01 is hereby incorporated by reference.

Item 8.01 Other Events

On December 26, 2017, Long Blockchain Corp. (the “Company”) was notified that Court Cavendish Ltd. (the “Lender”), the lender in the Company’s recently announced Loan and Option Agreement (the “Facility”), was electing, pursuant to the terms of the Facility, to convert the principal amount ($750,000) and accrued interest ($700.02) outstanding under the Facility into shares of the Company’s Common Stock. Pursuant to the terms of the Facility, the conversion price was $3.00 per share. Accordingly, an aggregate of 250,233 shares of Common Stock were issued to the Lender. The shares were not registered under the Securities Act of 1933, as amended (“Securities Act”), as the issuance was exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

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.