LONG ISLAND ICED TEA CORP. (NASDAQ:LTEA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 21, 2016, Long Island Iced Tea Corp. (the
Company) entered into an underwriting agreement (the
Underwriting Agreement) with Network 1 Financial
Securities Inc., as the representative of the underwriters named
therein (the Underwriters), relating to a public offering
by the Company (the Offering) of an aggregate of 406,550
shares (the Shares) of the Companys common stock, par
value $0.0001 per share (Common Stock). The Shares are
being sold to the public at a price of $4.00 per share. The
Underwriters have agreed to purchase the Shares at a discount of
$0.31 per share, representing 7.7% of the public offering price,
for an aggregate discount of $125,906. After deducting
underwriting discounts and estimated expenses payable by the
Company associated with the Offering, the net proceeds to the
Company are expected to be approximately $1,412,294.

The Underwriting Agreement contains customary representations and
warranties and covenants of the Company and is subject to
customary closing conditions. In addition, the Company and
Underwriters have agreed to indemnify each other against certain
liabilities, including indemnification of the Underwriters by the
Company for liabilities under the Securities Act of 1933, as
amended (the Act). The Company anticipates that the
Offering will close on December 27, 2016, subject to the
satisfaction or waiver of the closing conditions.

The Offering is being made to the Companys existing shelf
registration statement on Form S-3 (File No. 333-213874), which
was filed with the Securities and Exchange Commission
(SEC) on September 30, 2016 and declared effective by the
SEC on October 14, 2016, and is described in more detail in a
prospectus supplement dated December 21, 2016 and an accompanying
base prospectus dated October 14, 2016.

The Underwriting Agreement has been included to provide investors
and security holders with information regarding its terms. It is
not intended to provide any other factual information about the
Company. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Underwriting
Agreement.

The Underwriting Agreement is attached hereto as Exhibit 1.1, and
is incorporated herein by reference. A copy of the opinion of
Graubard Miller relating to the legality of the issuance and sale
of the securities in the Offering is attached hereto as Exhibit
5.1. The foregoing description of the Offering by the Company and
the documentation related thereto does not purport to be complete
and is qualified in its entirety by reference to such exhibits.

Item 9.01. Financial Statement and Exhibits.

About LONG ISLAND ICED TEA CORP. (NASDAQ:LTEA)