0001493152-16-011389.txt : 20160707 0001493152-16-011389.hdr.sgml : 20160707 20160707152234 ACCESSION NUMBER: 0001493152-16-011389 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160705 FILED AS OF DATE: 20160707 DATE AS OF CHANGE: 20160707 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: STEFANSKY DAVID CENTRAL INDEX KEY: 0001320581 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54587 FILM NUMBER: 161756481 MAIL ADDRESS: STREET 1: 850 THIRD AVENUE, SUITE 1801 CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4.xml X0306 4 2016-07-05 1 0001529133 chatAND, Inc. CHAA 0001320581 STEFANSKY DAVID C/O CHATAND, INC. 244 5TH AVENUE, SUITE 68 NEW YORK NY 10001 1 0 1 0 Common Stock, par value $0.00001 6208308 D 10% Convertible Promissory Note 0.01 2016-07-05 4 P 0 15000 15000 A Common Stock 1500000 1500000 D Warrant to Purchase Shares of Common Stock 0.02 2016-07-05 4 P 0 0.00 0.00 A 2021-07-05 Common Stock 750000 750000 D Represents the following number of shares owned by the Reporting Person: (i) 6,020,099 shares issued on April 30, 2014 pursuant to an exchange of an identical number of shares previously issued to the Reporting Person pursuant to the terms of the Senior Secured Convertible Promissory Note and Warrant to Purchase Shares of Common Stock as set forth as Exhibits 10.4 and 10.5, respectively, to the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 2, 2011 and issued to the Reporting Person by the Issuer in June 2011 and; (ii) 153,409 shares issued to the Reporting Person on June 17, 2011; and (iii) 34,800 shares held by the Reporting Person in his brokerage account. On July 5, 2016, the Reporting Person invested $15,000 in the Issuer pursuant to the terms of a 10% Convertible Promissory Note (the "Note"). The Note is convertible at $0.01 per share and is convertible at any time after issuance until all principal and/or accrued interest has either by repaid or converted. The Note is due on July 5, 2017. In the event the Company raises additional capital at a price per share below $0.01, the conversion price of the Note shall be reduced to such an amount. In connection with the Note, the Issuer issued to the Reporting Person a Warrant to Purchase Shares of Common Stock for 750,000 shares of the Issuer's common stock (the "Warrant"). The Warrant is exercisable from the date of issuance for a period of five years. The exercise price of the Warrant is $0.02 per share and the Warrant contains a cashless exercise option at the discretion of the Reporting Person. In the event the Company raises additional capital at a price per share below $0.02, the conversion price of the Warrant shall be reduced to such an amount; provided, however, the $0.01 conversion price of the Note shall not trigger this provision. /s/ David Stefansky 2016-07-07