4//SEC Filing
Court Cavendish Ltd 4
Accession 0001144204-19-002494
CIK 0001629261other
Filed
Jan 22, 7:00 PM ET
Accepted
Jan 23, 9:58 PM ET
Size
23.8 KB
Accession
0001144204-19-002494
Insider Transaction Report
Form 4
Court Cavendish Ltd
10% Owner
Transactions
- Conversion
Common Stock, par value $0.0001
2019-01-18$0.20/sh+12,723,382$2,544,676→ 13,236,115 total - Purchase
Convertible Note
2019-01-18Exercise: $0.20From: 2019-01-18Exp: 2019-12-21→ Common Stock (12,771,455 underlying) - Expiration (Short)
Warrants
2019-01-18−1,200,000→ 0 totalExercise: $0.50From: 2018-05-08Exp: 2022-05-08→ Common Stock (1,200,000 underlying) - Expiration (Short)
Convertible Note
2019-01-18→ 0 totalExercise: $0.40From: 2017-12-21Exp: 2018-12-21→ Common Stock (7,803,312 underlying) - Expiration (Short)
Warrants
2019-01-18−100,000→ 0 totalExercise: $3.00From: 2017-12-21Exp: 2020-12-21→ Common Stock (100,000 underlying) - Other
Warrants
2019-01-18+1,300,000→ 1,300,000 totalExercise: $0.20From: 2019-01-18Exp: 2023-01-17→ Common Stock (1,300,000 underlying) - Conversion
Convertible Note
2019-01-18Exercise: $0.20From: 2019-01-18Exp: 2019-12-21→ Common Stock (12,723,382 underlying)
Patel Chai
10% Owner
Transactions
- Conversion
Common Stock, par value $0.0001
2019-01-18$0.20/sh+12,723,382$2,544,676→ 13,236,115 total - Conversion
Convertible Note
2019-01-18Exercise: $0.20From: 2019-01-18Exp: 2019-12-21→ Common Stock (12,723,382 underlying) - Expiration (Short)
Convertible Note
2019-01-18→ 0 totalExercise: $0.40From: 2017-12-21Exp: 2018-12-21→ Common Stock (7,803,312 underlying) - Expiration (Short)
Warrants
2019-01-18−100,000→ 0 totalExercise: $3.00From: 2017-12-21Exp: 2020-12-21→ Common Stock (100,000 underlying) - Expiration (Short)
Warrants
2019-01-18−1,200,000→ 0 totalExercise: $0.50From: 2018-05-08Exp: 2022-05-08→ Common Stock (1,200,000 underlying) - Other
Warrants
2019-01-18+1,300,000→ 1,300,000 totalExercise: $0.20From: 2019-01-18Exp: 2023-01-17→ Common Stock (1,300,000 underlying) - Purchase
Convertible Note
2019-01-18Exercise: $0.20From: 2019-01-18Exp: 2019-12-21→ Common Stock (12,771,455 underlying)
Footnotes (6)
- [F1]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.
- [F2]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)
- [F3]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.
- [F4]Assumes the conversion of the aggregate principal amount pursuant to the Loans on 1/17/2019.
- [F5]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.
- [F6]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.
Documents
Issuer
Long Blockchain Corp.
CIK 0001629261
Entity typeother
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001751099
Filing Metadata
- Form type
- 4
- Filed
- Jan 22, 7:00 PM ET
- Accepted
- Jan 23, 9:58 PM ET
- Size
- 23.8 KB