LONG ISLAND ICED TEA CORP. (NASDAQ:LTEA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On July 6, 2017, Long Island Iced Tea Corp. (the “Company”) commenced an offering (the “Offering”) of up to 448,160 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a public offering price of $5.00 per share (equal to an effective price of 4.85 per share after taking into account 14,000 shares being issued to certain lead investors described below for no additional consideration), with Alexander Capital, L.P. (the “Placement Agent”) acting as the placement agent, on a “best efforts” basis. 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 $99,264 based on 248,160 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 has also agreed to issue any investor purchasing at least $500,000 worth of Shares in the Offering (i) an additional number of shares of Common Stock equal to 7.0% of the total number of Shares purchased by such investor in the Offering and (ii) three-year warrants to purchase up to that number of shares of Common Stock equal to 20.0% of the total number of Shares purchased by such investor in the Offering. Two investors have entered into subscription agreements for $500,000 worth of Shares in the Offering and as a result, the Company would issue to such investors an aggregate of 14,000 shares of Common Stock and warrants to purchase an additional 40,000 shares of Common Stock.
The Company anticipates that the Offering will close on July 12, 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 $2,129,212.
The Offering was made to the Company’s 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 July 6, 2017 and accompanying base prospectus (dated October 14, 2016) to be filed with the SEC.
The form of the Subscription Agreement and Warrant are attached hereto as Exhibits 1.1 and 4.1, and are 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 July 7, 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 Exhibits. |
| Exhibit | Description |
| 1.1 | Form of Subscription Agreement. |
| 4.1 | Form of Warrant. |
| 5.1 | Opinion of Graubard Miller. |
| 23.1 | Consent of Graubard Miller (included as part of Exhibit 5.1). |
| 99.1 | Press release dated July 7, 2017. |
Long Island Iced Tea Corp. ExhibitEX-1.1 2 ex1-1.htm SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement”) is dated July __,…To view the full exhibit click here
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.
