0001094891-18-000167.txt : 20180830
0001094891-18-000167.hdr.sgml : 20180830
20180830161719
ACCESSION NUMBER: 0001094891-18-000167
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180508
FILED AS OF DATE: 20180830
DATE AS OF CHANGE: 20180830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Patel Chai
CENTRAL INDEX KEY: 0001751732
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 181047305
MAIL ADDRESS:
STREET 1: C/O COURT CAVENDISH LTD.
STREET 2: THE CARE HOUSE, RANDALLS WAY
CITY: LEATHERHEAD, SURREY
STATE: X0
ZIP: KT22 7TW
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 181047306
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
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
3
1
edgar.xml
PRIMARY DOCUMENT
X0206
3
2018-05-08
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
512733
D
Warrant
3.00
2017-12-21
2020-12-21
Common Stock
100000
D
Warrant
.50
2018-05-08
2022-05-08
Common Stock
1200000
D
Convertible Note
.40
2017-12-21
2018-12-21
Common Stock
7803312
D
The reported securities are owned directly by Court Cavendish Ltd. and indirectly by Dr. Chai Patel, as officer, director, and majority shareholder of Court Cavendish Ltd. Dr. Patel disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
The Issuer and Court Cavendish Ltd. entered into a Loan and Option Agreement on 12/21/17, which was amended and restated on 5/4/18. To date, the Issuer has made drawdowns in the aggregate principal amount of $3,000,000, of which $750,000, plus accrued interest thereon, has been converted into shares of common stock. Interest on the outstanding principal amount accrues at the rate of 12.5% per annum and is payable quarterly in cash or common stock at $0.40 per share, at the Issuer's option. The principal and unpaid accrued interest is due and payable on 12/21/18 in cash or shares of common stock valued at $0.40 per share, at Court Cavendish Ltd.'s option. Court Cavendish Ltd. also has the option, exercisable at any time prior to maturity, to convert the outstanding principal and unpaid accrued interest into shares of common stock at a price per share such that the average conversion price of all shares issued to Court Cavendish Ltd. upon conversion is $0.40 per share.
Assumes conversion of the aggregate principal amount of the note and all accrued interest on 12/21/18, less the previous conversion of $750,000 in principal plus accrued interest thereon into 250,233 shares of common stock at a price of $3.00 per share on 12/26/17.
/s/ Catherine Valenti, as director of Court Cavendish Ltd.
2018-08-30
/s/ Dr. Chai Patel
2018-08-30