0001493152-14-002268.txt : 20140724
0001493152-14-002268.hdr.sgml : 20140724
20140724141054
ACCESSION NUMBER: 0001493152-14-002268
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140210
FILED AS OF DATE: 20140724
DATE AS OF CHANGE: 20140724
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: chatAND, Inc.
CENTRAL INDEX KEY: 0001529133
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 272761655
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 321 W 44M STREET
STREET 2: #808
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 516 241 3288
MAIL ADDRESS:
STREET 1: 321 W 44M STREET
STREET 2: #808
CITY: NEW YORK
STATE: NY
ZIP: 10036
FORMER COMPANY:
FORMER CONFORMED NAME: chatAND Inc
DATE OF NAME CHANGE: 20110901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROSENBLUM RICHARD
CENTRAL INDEX KEY: 0001205074
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54587
FILM NUMBER: 14991052
MAIL ADDRESS:
STREET 1: 19 HORIZON DRIVE
CITY: WAYNE
STATE: NJ
ZIP: 07470
4
1
form4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-02-10
0
0001529133
chatAND, Inc.
CHAA
0001205074
ROSENBLUM RICHARD
244 5TH AVENUE, SUITE C68
NEW YORK
NY
10001
1
0
0
0
Common Stock
2014-02-10
4
C
0
103827
0.10
A
110726
I
BY HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-02-10
4
C
0
49439
0.15
A
160165
I
BY HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-02-10
4
P
0
14459
0.10
A
174624
I
BY HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-02-10
4
G
0
118969
0
A
293593
I
BY HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-04-08
4
P
0
101078
0.10
A
394771
I
HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-06-06
4
P
0
252945
0.10
A
647716
I
HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-07-11
4
J
0
647716
0
D
0
I
HARBORVIEW VALUE MASTER FUND, L.P.
Common Stock
2014-07-11
4
J
0
647716
0
A
647716
D
Common Stock
2014-02-10
4
C
0
872254
0.10
A
930208
I
THE CORBRAN, LLC
Common Stock
2014-02-10
4
C
0
415370
0.15
A
1345578
I
THE CORBRAN, LLC
Common Stock
2014-02-10
4
P
0
40920
0.10
A
1386498
I
THE CORBRAN, LLC
Common Stock
2014-02-10
4
G
0
944577
0
A
2331075
I
THE CORBRAN, LLC
5% Senior Secured Convertible Note
0.10
2014-02-10
4
C
0
1
0
D
2011-06-17
Common Stock
103827
0
I
HARBORVIEW VALUE MASTER FUND, L.P.
Warrant to Purchase Shares of Common Stock
2014-02-10
4
C
0
49439
0
D
2011-06-17
2016-06-17
Common Stock
49439
0
I
HARBORVIEW VALUE MASTER FUND, L.P.
B Warrant to Purchase Shares of Common Stock
0.10
2014-04-08
4
P
0
506
0
A
2014-04-08
2017-04-08
Common Stock
50600
506
I
HARBORVIEW VALUE MASTER FUND, L.P.
C Warrant to Purchase Shares of Common Stock
0.15
2014-04-08
4
P
0
506
0
A
2014-04-08
2017-04-08
Common Stock
50600
506
I
HARBORVIEW VALUE MASTER FUND, L.P.
B Warrant to Purchase Shares of Common Stock
0.10
2014-07-21
4
J
0
506
0
D
2014-07-21
2017-04-08
Common Stock
50600
0
I
HARBORVIEW VALUE MASTER FUND, L.P.
C Warrant to Purchase Shares of Common Stock
0.15
2014-07-21
4
J
0
506
0
D
2014-07-21
2017-04-08
Common Stock
50600
0
I
HARBORVIEW VALUE MASTER FUND, L.P.
B Warrant to Purchase Shares of Common Stock
0.10
2014-07-21
4
J
0
506
0
A
2014-07-21
2017-04-08
Common Stock
50600
506
D
C Warrant to Purchase Shares of Common Stock
0.15
2014-07-21
4
J
0
506
0
A
2014-07-21
2017-04-08
Common Stock
50600
506
D
5% Senior Secured Convertible Note
0.10
2014-02-10
4
C
0
1
0
D
2011-06-17
Common Stock
872254
0
I
THE CORBRAN, LLC
Warrant to Purchase Shares of Common Stock
2014-02-10
4
C
0
415370
0
D
2011-06-17
2016-06-17
Common Stock
415370
0
I
THE CORBRAN, LLC
Harborview Value Master Fund, L.P. ("HMF"), which is owned 5.0589% by Richard Rosenblum, is the direct beneficial owner of these securities.
Represents conversion of a 5% Senior Secured Convertible Note (the "HMF Note"), issued on June 17, 2011, into shares of common stock of chatAND, Inc. (the "Company"). The HMF Note was issued in connection with the Company's private placement of up to $850,000 which closed on June 17, 2011 (the "2011 Financing"). In connection with 2011 Financing, 977,272 warrants were issued to HMF (the "HMF Warrants"). The HMF Note was initially due on June 17, 2012. HMF agreed with the Company on various occasions to extend the due dates of the HMF Note, the latest extension until November 14, 2013.The Company was subsequently in default under the HMF Note. On February 10, 2014, the board of directors (the "Board") of the Company approved by unanimous written consent the conversion of the HMF Warrants at no additional consideration in exchange for forgiveness of the default interest on the HMF Note.
The Corbran, LLC ("CB") is the direct beneficial owners of these securities. Richard Rosenblum is a controlling party of CB.
Represents conversion of a 5% Senior Secured Convertible Note (the "CB Note"), issued on June 17, 2011, into shares of common stock of the Company. The CB Note was issued in connection with the 2011 Financing. In connection with the 2011 Financing, 415,370 warrants were issued to CB (the "CB Warrants"). The CB Note was initially due on June 17, 2012. CB agreed with the Company on various occasions to extend the due dates of the CB Note, the latest extension until November 14, 2013. The Company was subsequently in default under the CB Note. On February 10, 2014, the Board approved by unanimous written consent the conversion of the CB Warrants at no additional consideration in exchange for forgiveness of the default interest on the CB Note.
On February 10, 2014, the Chief Executive Officer of the Company gifted an aggregate of 10,954,537 shares of common stock to certain shareholders of the Company, including (a) 944,577 shares to CB and (b) 2,351,684 shares to HMF.
On April 8, 2014, the Company completed a private placement (the "Private Placement") for $500,000 to sell up to 50,000 units (the "Units") at a purchase price of $10 per Unit. Each Unit consisted of: (i) 100 shares of common stock of the Company, (ii) a half warrant to purchase 100 shares of common stock at an exercise price of $0.10 per warrant share ("B Warrant") and (iii) a half warrant to purchase 100 shares of common stock at an exercise price of $0.15 per warrant share ("C Warrant"). HMF purchased 20,000 Units in the Private Placement for consideration of $200,000.
On June 6, 2014, the Company entered into a Promissory Note Assignment and Purchase Agreement with HMF, whereby HMF sold, assigned and transferred to the Company HMF's rights under a series of promissory notes issued to HMF by Freeline Sports, Inc. (the "Freeline Notes"), such Freeline Notes totaling an aggregate amount of $1,269,500. Under the Agreement, the Company purchased the Freeline Notes for a purchase price of $500,000, which was paid to HMF in 5,000,000 shares of the Company's common stock.
On July 11, 2014, in anticipation of liquidation, HMF distributed all of its shares of common stock of the Company pro rata to its securityholders ("HMF Liquidation"). Richard Rosenblum received his pro rata distribution, equal to 5.0589% of the outstanding security interest of HMF.
In anticipation of the HMF Liquidation, on July 21, 2014, HMF assigned, pro rata to its securityholders, all of its B Warrants and C Warrants in the Company. Richard Rosenblum received his pro rata distribution, equal to 5.0589% of the outstanding security interest of HMF.
/s/ Richard Rosenblum
2014-07-24