CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
2
of
8 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Court
Cavendish Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO,
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
England
and Wales
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
9,616,045
shares
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
9,616,045
shares
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,616,045
shares
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7
%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
3
of
8 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dr.
Chai Patel CBE FRCP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
AF
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UK
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
9,616,045
shares
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
9,616,045 shares
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,616,045
shares
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
4
of
8 Pages
|
This
Schedule 13D (“
Schedule 13D
”) is filed by Dr. Chai Patel CBE FRCP and Court Cavendish Ltd. (“
Court
Cavendish
”, together with Dr. Patel, the “
Reporting Persons
”) with respect to ownership of shares
of common stock, par value $0.0001 per share (the “
Common Stock
”), of Long Blockchain Corp., a Delaware corporation
(the “
Issuer
”).
The
percentage of beneficial ownership reflected in this Schedule 13D is based upon 18,101,246 shares of Common Stock outstanding
as of July 31, 2018.
Item
1. Security and Issuer.
The
class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer. The address of the principal
executive offices of the Issuer is 12-1 Dubon Court, Farmingdale, New York 11735.
Item
2. Identity and Background.
Court
Cavendish is a company incorporated in England and Wales under Company No. 04290684. The principal business conducted by Court
Cavendish is providing operational and financial consulting services for social care and health care organizations. Dr. Chai Patel
is an individual British citizen.
The
directors and executive officers of Court Cavendish (the “
Principals
”) are:
|
Name
|
|
Citizenship
|
|
|
Dr.
Chai Patel
|
|
British
|
|
|
Katharine
Patel
|
|
British
|
|
|
Catherine
Valenti
|
|
British
|
|
The
business address of the Reporting Persons and each of the Principals is The Care House, Randalls Way, Leatherhead, Surrey, KT22
7TW, United Kingdom.
None
of the Reporting Persons or the Principals have, during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
None
of the Reporting Persons or the Principals have, during the past five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
5
of
8 Pages
|
Item
3. Sources and Amount of Funds or Other Consideration.
On
December 21, 2017, Court Cavendish entered into a Loan and Option Agreement (the “
Facility
”) with the Issuer,
pursuant to which Court Cavendish agreed to make available to the Company a borrowing facility of an aggregate of $2,000,000 with
the option to increase this amount to $4,000,000 if certain conditions were met. On December 21, 2017, the Issuer made an initial
drawdown in the principal amount of $750,000 and issued to Court Cavendish three-year warrants to purchase 100,000 shares of Common
Stock at a price of $3.00 per share. The exercise price of the warrants is subject to adjustment for stock splits, stock dividends,
and similar events, and the warrants may be exercised on a cashless basis.
On
December 26, 2017, the amount of the initial $750,000 drawdown under the Facility, and accrued unpaid interest thereon, was converted
into 250,233 shares of Common Stock in accordance with the terms of the Facility as in effect at such time.
On
January 15, 2018, the Issuer made a second drawdown under the Facility in the principal amount of $750,000. On January 30, 2018,
the Issuer made a third drawdown under the Loan and Option Agreement in the principal amount of $500,000.
On
May 4, 2018, Court Cavendish and the Issuer entered into an Amended and Restated Loan and Option Agreement (the “
Restated
Facility
”). Under the Restated Facility, Court Cavendish agreed to make available an additional $1,500,000 borrowing
facility (the “
First Extension
”), and the Issuer was given the option to request additional availability of
$500,000 (the “
Second Extension
”). The Issuer made a drawdown on May 8, 2018 in the amount of $1,000,000. The
Issuer was required to pay to Court Cavendish a facility fee of 7% of the First Extension amount, in cash or shares of Common
Stock valued at $0.40 per share, and the Issuer elected to pay the facility fee in shares of Common Stock by issuing to Court
Cavendish 262,500 shares of Common Stock.
Under
the Restated Facility, the Company also issued to Court Cavendish four-year warrants to purchase 1,200,000 shares of Common Stock
at a price of $0.50 per share. The Issuer agreed, upon each drawdown under the Second Extension, to issue a warrant to purchase
0.8 shares of Common Stock per dollar of the drawdown, such warrant(s) to have an exercise price of $0.50 per share. The exercise
price of the warrants is subject to adjustment for stock splits, stock dividends, and similar events, and the warrants may be
exercised on a cashless basis.
Interest
on the outstanding amount under the Restated Facility 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. All principal and accrued unpaid interest will be due and payable
on December 21, 2018, and is payable, at Court Cavendish’s option, in cash or shares of Common Stock valued at $0.40 per
share. Court Cavendish 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 upon conversion, including shares previously issued upon conversion of the initial $750,000, is $0.40
per share.
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
6
of
8 Pages
|
Pursuant
to the Restated Facility, Court Cavendish was granted a right of first refusal in any future sale of capital stock of the Issuer
for cash.
Item
4. Purpose of Transaction.
The
acquisitions reported on in this Schedule 13D were made for investment purposes. Court Cavendish may acquire or dispose of additional
securities or sell securities of the Issuer from time to time in the market or in private transactions, including pursuant to
the Restated Facility and the warrants issued thereunder.
Except
as discussed above, neither Dr. Patel, nor Court Cavendish, nor the Principals, has any plans or proposals to acquire or dispose
of securities of the Issuer, effect an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving
the Issuer or any of its subsidiaries, cause a sale or transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, cause any material change in the present capitalization or dividend policy of the Issuer, cause a change in the
present board of directors or management of the Issuer, cause any other material change in the Issuer’s business or corporate
structure, cause any changes in the Issuer’s charter or bylaws or other actions that may impede the acquisition of control
of the Issuer by any person, cause a class of securities of the Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, cause
a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, or take any other action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
Court
Cavendish is the beneficial owner of 9,616,045 shares of Common Stock, or approximately 34.7% of the Issuer’s outstanding
shares of Common Stock. Such beneficial ownership includes 1,300,000 shares of Common Stock that are subject to exercisable warrants
and includes 7,803,312 shares of Common Stock that may be issued upon conversion of the Facility. Court Cavendish has sole voting
and dispositive power over the shares that it beneficially owns.
Dr.
Patel is the controlling person of Court Cavendish. Accordingly, he may be deemed to have voting and dispositive power over the
shares of Common Stock held by Court Cavendish. Dr. Patel disclaims ownership of the Common Stock held by Court Cavendish, except
to the extent of his pecuniary interest therein.
None
of the Principals beneficially own any shares of Common Stock.
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
7 of
8 Pages
|
In
the last 60 days, Court Cavendish has not effected any transactions of the Issuer’s Common Stock, except as described in
Item 3 of this Schedule 13D which information is incorporated herein by reference.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The
information under Item 3 is incorporated herein by reference.
Item
7. Material to be filed as Exhibits.
CUSIP
No.
542614 102
|
SCHEDULE
13D
|
Page
8
of
8 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 30, 2018
|
COURT
CAVENDISH LTD.
|
|
|
|
|
By:
|
/s/
Catherine Valenti
|
|
Name:
|
Catherine
Valenti
|
|
Title:
|
Director
|
|
|
|
|
|
Dr.
Chai Patel
|
|
|
Dr.
Chai Patel CBE FRCP
|