0001144204-19-002494.txt : 20190123
0001144204-19-002494.hdr.sgml : 20190123
20190123215826
ACCESSION NUMBER: 0001144204-19-002494
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190118
FILED AS OF DATE: 20190123
DATE AS OF CHANGE: 20190123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Court Cavendish Ltd
CENTRAL INDEX KEY: 0001751099
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0228
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 19538546
BUSINESS ADDRESS:
STREET 1: THE CARE HOUSE, RANDALLS WAY
STREET 2: LEATHERHEAD
CITY: SURREY
STATE: X0
ZIP: KT22 7TW
BUSINESS PHONE: 0114401372364045
MAIL ADDRESS:
STREET 1: THE CARE HOUSE, RANDALLS WAY
STREET 2: LEATHERHEAD
CITY: SURREY
STATE: X0
ZIP: KT22 7TW
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Patel Chai
CENTRAL INDEX KEY: 0001751732
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 19538547
MAIL ADDRESS:
STREET 1: C/O COURT CAVENDISH LTD.
STREET 2: THE CARE HOUSE, RANDALLS WAY
CITY: LEATHERHEAD, SURREY
STATE: X0
ZIP: KT22 7TW
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Long Blockchain Corp.
CENTRAL INDEX KEY: 0001629261
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 472624098
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12-1 DUBON COURT
CITY: FARMINGDALE
STATE: NY
ZIP: 11735
BUSINESS PHONE: (855) 542-2832
MAIL ADDRESS:
STREET 1: 12-1 DUBON COURT
CITY: FARMINGDALE
STATE: NY
ZIP: 11735
FORMER COMPANY:
FORMER CONFORMED NAME: Long Island Iced Tea Corp.
DATE OF NAME CHANGE: 20141224
4
1
tv511482_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-01-18
0
0001629261
Long Blockchain Corp.
LBCC
0001751099
Court Cavendish Ltd
THE CARE HOUSE, RANDALLS WAY
LEATHERHEAD
SURREY
X0
KT22 7TW
UNITED KINGDOM
0
0
1
0
0001751732
Patel Chai
C/O COURT CAVENDISH LTD.
THE CARE HOUSE, RANDALLS WAY
LEATHERHEAD, SURREY
X0
KT22 7TW
UNITED KINGDOM
0
0
1
0
Common Stock, par value $0.0001
2019-01-18
4
C
0
12723382
0.20
A
13236115
D
Convertible Note
0.40
2019-01-18
4
H
0
2250000
D
2017-12-21
2018-12-21
Common Stock
7803312
0
D
Convertible Note
0.20
2019-01-18
4
P
0
2290000
A
2019-01-18
2019-12-21
Common Stock
12771455
2290000
D
Convertible Note
0.20
2019-01-18
4
C
0
1550000
D
2019-01-18
2019-12-21
Common Stock
12723382
740000
D
Warrants
3.00
2019-01-18
4
H
0
100000
D
2017-12-21
2020-12-21
Common Stock
100000
0
D
Warrants
0.50
2019-01-18
4
H
0
1200000
D
2018-05-08
2022-05-08
Common Stock
1200000
0
D
Warrants
0.20
2019-01-18
4
J
0
1300000
A
2019-01-18
2023-01-17
Common Stock
1300000
1300000
D
The reported securities are owned directly by Court Cavendish Ltd., a company incorporated in England and Wales under Company No. 04290684 ("Court Cavendish"), and indirectly by Dr. Chai Patel, as officer, director and majority shareholder of Court Cavendish. Dr. Patel disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
Court Cavendish has entered into the following arrangements to provide financing to support the working capital requirements of Long Blockchain Corp., a Delaware corporation (the "Issuer"): (i) that certain Loan and Option Agreement, dated as of December 21, 2017 (the "Original Agreement"), (ii) that certain Amended and Restated Loan and Option Agreement, dated as of May 4, 2018 (the "Restated Agreement"), and (iii) that certain Second Amended and Restated Loan and Option Agreement, dated as of January 18, 2019 (the "Second Restated Agreement" and together with the Original Agreement and the Restated Agreement, the "Loans"). As of December 21, 2017, the Issuer had made drawdowns in the aggregate principal amount of $3,000,000, of which $750,000, plus accrued interest thereon, had been converted into shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). (continued in footnote 3)
Upon the closing of the Second Restated Agreement, Court Cavendish converted all principal and any accrued but unpaid interest outstanding in excess of $740,000 into 12,723,382 shares of Common Stock. Interest will accrue monthly, at a rate of 12.5% per annum, and is due and payable, at the Issuer's election, in cash or in shares of the Issuer, valued at $0.20 per share. Court Cavendish has the option, exercisable at any time prior to maturity, to convert the outstanding principal and unpaid accrued interest into Common Stock at a price per share of $0.20 per share. The reported transactions involve the amendment of a convertible note originally issued on December 21, 2017, resulting in the deemed cancellation of the old convertible note and the issuance of a new convertible note for purposes of Section 16.
Assumes the conversion of the aggregate principal amount pursuant to the Loans on 1/17/2019.
Upon the closing of the Second Restated Agreement, Issuer issued Court Cavendish four-year warrants to purchase 1,300,000 shares of Common Stock at a price of $0.20 per share (the "New Warrants"). The New Warrants amend and restate the terms of the following warrants previously issued to Court Cavendish: (i) three-year warrants to purchase 100,000 shares of Common Stock at a price of $0.50 per share and (ii) four-year warrants to purchase 1,200,000 shares of Common Stock at a price of $0.50 per share (collectively, the "Prior Warrants"). The amendment is reported above as the cancellation of the Prior Warrants and the acquisition of the New Warrants.
Court Cavendish cannot convert any portion of the Loans or exercise the New Warrants to the extent that the Issuer does not have a sufficient number of authorized shares of Common Stock to satisfy such conversion or exercise.
Court Cavendish, /s/ Catherine Valenti, as Director of Court Cavendish, Ltd
2019-01-23
Dr. Chai Patel, /s/ Chai Patel
2019-01-23