FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
chatAND, Inc. [ CHAA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/10/2014 | C | 103,827 | A | $0.1 | 110,726 | I | BY HARBORVIEW VALUE MASTER FUND, L.P.(1)(2) | ||
Common Stock | 02/10/2014 | C | 49,439 | A | $0.15 | 160,165 | I | BY HARBORVIEW VALUE MASTER FUND, L.P.(1)(2) | ||
Common Stock | 02/10/2014 | P | 14,459 | A | $0.1 | 174,624 | I | BY HARBORVIEW VALUE MASTER FUND, L.P.(1) | ||
Common Stock | 02/10/2014 | G(5) | 118,969 | A | $0 | 293,593 | I | BY HARBORVIEW VALUE MASTER FUND, L.P.(1) | ||
Common Stock | 04/08/2014 | P | 101,078 | A | $0.1 | 394,771 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | ||
Common Stock | 06/06/2014 | P(7) | 252,945 | A | $0.1 | 647,716 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | ||
Common Stock | 07/11/2014 | J(8) | 647,716 | D | $0 | 0 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | ||
Common Stock | 07/11/2014 | J(8) | 647,716 | A | $0 | 647,716 | D | |||
Common Stock | 02/10/2014 | C | 872,254 | A | $0.1 | 930,208 | I | THE CORBRAN, LLC(3)(4) | ||
Common Stock | 02/10/2014 | C | 415,370 | A | $0.15 | 1,345,578 | I | THE CORBRAN, LLC(3)(4) | ||
Common Stock | 02/10/2014 | P | 40,920 | A | $0.1 | 1,386,498 | I | THE CORBRAN, LLC(3) | ||
Common Stock | 02/10/2014 | G(5) | 944,577 | A | $0 | 2,331,075 | I | THE CORBRAN, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5% Senior Secured Convertible Note | $0.1 | 02/10/2014 | C(2) | 1 | 06/17/2011 | (2) | Common Stock | 103,827 | $0 | 0 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | |||
Warrant to Purchase Shares of Common Stock | (2) | 02/10/2014 | C | 49,439 | 06/17/2011 | 06/17/2016 | Common Stock | 49,439 | $0 | 0 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | |||
B Warrant to Purchase Shares of Common Stock | $0.1 | 04/08/2014 | P | 506 | 04/08/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 506 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1)(6) | |||
C Warrant to Purchase Shares of Common Stock | $0.15 | 04/08/2014 | P | 506 | 04/08/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 506 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1)(6) | |||
B Warrant to Purchase Shares of Common Stock | $0.1 | 07/21/2014 | J(9) | 506 | 07/21/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 0 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | |||
C Warrant to Purchase Shares of Common Stock | $0.15 | 07/21/2014 | J(9) | 506 | 07/21/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 0 | I | HARBORVIEW VALUE MASTER FUND, L.P.(1) | |||
B Warrant to Purchase Shares of Common Stock | $0.1 | 07/21/2014 | J(9) | 506 | 07/21/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 506 | D | ||||
C Warrant to Purchase Shares of Common Stock | $0.15 | 07/21/2014 | J(9) | 506 | 07/21/2014 | 04/08/2017 | Common Stock | 50,600 | $0 | 506 | D | ||||
5% Senior Secured Convertible Note | $0.1 | 02/10/2014 | C(4) | 1 | 06/17/2011 | (4) | Common Stock | 872,254 | $0 | 0 | I | THE CORBRAN, LLC(3) | |||
Warrant to Purchase Shares of Common Stock | (4) | 02/10/2014 | C | 415,370 | 06/17/2011 | 06/17/2016 | Common Stock | 415,370 | $0 | 0 | I | THE CORBRAN, LLC(3) |
Explanation of Responses: |
1. Harborview Value Master Fund, L.P. ("HMF"), which is owned 5.0589% by Richard Rosenblum, is the direct beneficial owner of these securities. |
2. 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. |
3. The Corbran, LLC ("CB") is the direct beneficial owners of these securities. Richard Rosenblum is a controlling party of CB. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
8. 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. |
9. 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 | 07/24/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |