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 June 14, 2017, Long Island Iced Tea Corp. (the Company)
commenced an offering (the Offering) of up to 256,848
shares (the Shares) of the Companys common stock, par
value $0.0001 per share (the Common Stock), with Alexander
Capital, L.P. (the Placement Agent) acting as the
placement agent, on a best efforts basis. Of such Shares, up to
231,850 were offered to the public at a public offering price of
$5.00 per share and up to 24,998 were offered to the Companys
officers and directors at $5.60 per share, the closing bid price
of the Common Stock on June 14, 2017. On the same date, the
Company entered into subscription agreements (the Subscription
Agreements) with the investors for the purchase and sale of
all the Shares being offered in the Offering.
The Company agreed to pay the Placement Agent fees totaling 8.0%
of the aggregate gross proceeds from the sale of the Shares to
investors introduced to the Company by the Placement Agent, for
an aggregate of $30,660 based on 76,650 Shares sold to such
investors. In addition, the Company 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.
The Company anticipates that the Offering will close on June 20,
2017. After deducting fees and expenses payable by the Company in
connection with the Offering, including the fees payable to the
Placement Agent, the net proceeds to the Company are expected to
be approximately $1,258,590.
The Offering was 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
June 14, 2017 and accompanying base prospectus dated October 14,
2016 to be filed with the SEC.
A form of the Subscription 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 8.01. Other Events.
On June 15, 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.
Item 9.01. Financial Statement and
|1.1||Form of Subscription Agreement.|
|5.1||Opinion of Graubard Miller.|
|23.1||Consent of Graubard Miller (included as part of Exhibit 5.1).|
|99.1||Press release dated June 15, 2017.|
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.