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