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