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 15, 2019

LONG BLOCKCHAIN CORP.

(Exact Name of Registrant as Specified in Charter)

12-1 Dubon Court, Farmingdale, NY 11735

(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):

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]

On January 18, 2019, Long Blockchain Corp. (the “Company”) and Court Cavendish Ltd., the lender (“Lender”) under the Company’s existing credit facility (the “Facility”), entered into a Second Amended and Restated Loan and Option Agreement (the “Restated Agreement”) for the Facility. The Company previously borrowed $3 million under the Facility, of which $2,250,000 of principal (plus accrued interest) was outstanding as of immediately prior to entry into the Restated Agreement, and $750,000 of principal (plus accrued interest) had been converted into shares of the Company’s common stock at a price of $3.00 per share under the terms of the Facility as in effect at the time of such conversion. Upon entry into the Restated Agreement, $1,550,000 of principal plus all accrued interest was converted into 12,723,382 shares of the Company’s common stock, such that the average price for all shares issued under the Facility (including the prior conversion and certain fees previously paid in shares of the Company’s common stock) was $0.20 per share. In addition, the Company paid $40,000 to the Lender to cover the costs of the negotiation and execution of the Restated Agreement, which amount was added to the principal outstanding under the Facility, for an aggregate of $740,000 outstanding under the Facility immediately after entry into the Restated Agreement.

The Lender is not required to make any further extensions of credit under the Facility. Interest on the principal under the Facility will continue to accrue monthly at the rate of 12.5% per annum and will be payable quarterly in cash or common stock valued at $0.20 per share, at the Company’s election. The Facility will mature on December 21, 2019 (the “Maturity Date”). On the Maturity Date, all principal and any accrued but unpaid interest will be due and payable in cash or in shares of common stock valued at $0.20 per share, at the Lender’s election. The Lender also has the option, exercisable at any time prior to the Maturity Date, to have any principal and interest then outstanding converted into common stock at a price of $0.20 per share. The Company may prepay the amounts outstanding under the Facility (the “Loans”) at any time without premium or penalty. The Company granted to the Lender a security interest in all of its assets in order to secure its obligations under the Facility, pursuant to a security agreement with the Lender dated January 18, 2019 (the “Security Agreement”).

The Company will amend and restate the warrants previously issued to the Lender in connection with the Facility (the “Prior Warrants”), such that the Prior Warrants will have a term of four years and will have an exercise price of $0.20 per share. Within 15 business days of obtaining the stockholder approval described below, the Company also will issue to certain of its key officers and consultants new four-year warrants to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share (the “New Warrants,” and together with the Prior Warrants, the “Warrants”), including New Warrants to purchase 2,000,000 shares to Andy Shape, the Company’s Chief Executive Officer. The Lender requested that the Restated Agreement include provision for the New Warrants in order to ensure the interests of the recipients were aligned with those of the Lender.

In addition, pursuant to the Restated Agreement:

The Restated Agreement contains customary representations and warrants and affirmative and negative covenants, including covenants that, subject to certain exceptions, restrict the Company’s ability to, among other things, sell additional shares of common stock, create debt securities and engage in certain corporate transactions. Certain of the negative covenants apply for so long as the Minimum Holding Condition is met. The Restated Agreements provides for customary events of default, including, among other things, certain change of control transactions, failure to obtain the stockholder approval described above by April 1, 2019 and failure to file the registration statement described above by May 14, 2019. Upon the occurrence of an event of default, at the option of the Lender, all principal and interest under the Facility will become immediately due and payable.

The foregoing descriptions of the Restated Agreement, the Security Agreement 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 agreements, which are filed as Exhibits 10.1, 10.2 and 4.1 hereto, respectively, and which are incorporated herein by reference.

As previously announced, on March 19, 2018, the Company entered into a contribution and exchange agreement (the “Contribution Agreement”) with SBL Holdings Limited (formerly Stater Blockchain Limited, “SBL”), pursuant to which (a) SBL (i) issued to the Company 99 ordinary voting shares (“SBL Shares”) equal to 9.9% of the outstanding capital stock of SBL on a fully diluted basis as of the date of the Agreement, (ii) granted the Company the right to appoint one director of SBL so long as the Company holds at least 9.9% of the SBL Shares then outstanding, and (iii) agreed to vote its Company Common Stock (as defined below) in favor of a contemplated spin off of the Company’s beverage business, and (b) the Company (i) issued to SBL 1,135,435 shares of the Company’s common stock (“Company Common Stock”) equal to 9.9% of the outstanding capital stock of the Company as of the date of the Contribution Agreement and (ii) appointed Ramy Soliman, SBL’s Chief Executive Officer, to serve as a member of the Company’s board of directors.

On January 15, 2019, the Company and SBL entered into a separation and mutual release agreement (the “Separation Agreement”), pursuant to which the parties mutually terminated the Contribution Agreement effective as of January 14, 2019. Pursuant to the Separation Agreement, SBL will cancel and/or redeem the SBL Shares issued to the Company under the Contribution Agreement and the Company will cancel and/or redeem the Company Common Stock issued to SBL under the Contribution Agreement. The parties agreed to release each other from claims and liabilities arising out of or relating to the Contribution Agreement or the transactions contemplated therein or thereby. As previously announced, SBL’s nominee to the Board, Ramy Soliman, resigned from the Board and from each committee on which he served, effective December 3, 2018.

The foregoing descriptions of the Separation Agreement and the Contribution Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 10.3 hereto and as an exhibit to the Company’s Current Report on Form 8-K filed on March 19, 2018, respectively, and which are incorporated herein by reference.

The information set forth in Item 1.01 is hereby incorporated by reference.

The information set forth in Item 1.01 is hereby incorporated by reference. The shares of common stock, Warrants and Loans were sold in a private placement to an accredited investor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

(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: January 22, 2019