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

Item 1.01.

On January 25, 2017, Long Island Iced Tea Corp. (the
Company) entered into a selling agent agreement (the
Selling Agent Agreement) with Alexander Capital, L.P. (the
Placement Agent). Under the Selling Agent Agreement, the
Placement Agent agreed to act as the placement agent, on a best
efforts basis, for an offering (the Offering) of up to
345,090 shares (the Shares) of the Companys common stock,
par value $0.0001 per share (the Common Stock), with up to
268,750 of the Shares being offered to the public at a public
offering price of $4.00 per share and up to 76,340 of the Shares
being offering to the Companys officers and directors at $4.10
per share, the closing bid price of the Common Stock on January
24, 2017.

The Company agreed to pay the Placement Agent fees totaling 8.0%
of the aggregate gross proceeds from the sale of the Shares;
provided, however, that the fees paid to the Placement Agent with
respect to gross proceeds raised from purchasers introduced by
the Company to the Placement Agent will be only 2.0%. The Company
also agreed to reimburse the Placement Agent for up to $10,000 of
the fees and expenses of its counsel and for its other
reasonable, documented out-of-pocket expenses, up to an aggregate
maximum of $20,000, subject to any limitation imposed by FINRA
rules, regulations or interpretations. The Selling Agent
Agreement contains customary representations and warranties and
covenants of the Company and is subject to customary closing
conditions. In addition, the Company has agreed to indemnify the
Placement Agent against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, and to
contribute to payments that the Placement Agent may be required
to make for these liabilities.

On January 25, 2017, the Company also entered into a subscription
agreement (a Subscription Agreement) with each of the
purchasers in the Offering. Under the Subscription Agreements,
the purchasers agreed to purchase all the Shares offered by the
Company. The Subscription Agreements are subject to the same
closing conditions as the Selling Agent Agreement.

The Company anticipates that the Offering will close on January
30, 2017, subject to the satisfaction or waiver of the closing
conditions. After deducting the estimated fees and expenses
payable by the Company in connection with the Offering, including
an estimated $73,260 in fees and reimbursable expenses payable to
the Placement Agent, the net proceeds to the Company are expected
to be approximately $1,281,740.

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 will be described in more detail in
a prospectus supplement dated January 25, 2017 and the
accompanying base prospectus dated October 14, 2016.

Upon closing of the Offering, after taking into account the
Companys public offering of Common Stock completed on December
27, 2016, the Company will have completed equity raises with
gross proceeds of more than $3,000,000. As a result, upon the
closing of the Offering, to the previously disclosed terms of the
consulting agreement with Julian Davidson, the Companys Executive
Chairman, the Company will grant Mr. Davidson 20,000 shares of
Common Stock and will grant Mr. Davidson an option to purchase
71,686 shares of Common Stock at an exercise price equal to the
market price on the date of grant.

The Selling Agent 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 Selling Agent 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 Selling Agent Agreement.

The Selling 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.

On January 25, 2017, the Company issued a press release
announcing that it had signed the Subscription Agreements. The
press release is attached to this Current Report as Exhibit 99.1.

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

Long Island Iced Tea Corp. is a holding company operating through its subsidiary, Long Island Brand Beverages, LLC (LIBB). The Company is engaged in the production and distribution of Non-Alcoholic Ready-to-Drink (NARTD) iced tea in the beverage industry. It is organized around its brand, Long Island Iced Tea. Long Island Iced Tea is sold primarily on the East Coast of the United States through a network of national and regional retail chains and distributors. The Company produces brewed tea, using black tea leaves, purified water and natural cane sugar or sucralose. The Company’s Long Island Iced Tea’s flavors include lemon, peach, raspberry, guava, mango, diet lemon, diet peach, sweet tea, green tea and honey, and half tea and half lemonade. It also offers lower calorie iced tea in over 12 ounce bottles. The lower calorie flavor options include mango, raspberry and peach. The Company’s products include All-Natural Tea, Diet Tea, Fruit-Flavored Tea, Organic Tea and Herbal Tea.

LONG ISLAND ICED TEA CORP. (NASDAQ:LTEA) Recent Trading Information

LONG ISLAND ICED TEA CORP. (NASDAQ:LTEA) closed its last trading session down -0.06 at 4.04 with shares trading hands.