0001493152-14-002293.txt : 20140725
0001493152-14-002293.hdr.sgml : 20140725
20140725172346
ACCESSION NUMBER: 0001493152-14-002293
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140210
FILED AS OF DATE: 20140725
DATE AS OF CHANGE: 20140725
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: LONDONER KENNETH L
CENTRAL INDEX KEY: 0001449534
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54587
FILM NUMBER: 14994943
MAIL ADDRESS:
STREET 1: 10 RED COAT ROAD
CITY: WESTPORT
STATE: CT
ZIP: 06880
4
1
form4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-02-10
0
0001529133
chatAND, Inc.
CHAA
0001449534
LONDONER KENNETH L
244 5TH AVENUE, SUITE C68
NEW YORK
NY
10001
1
0
0
0
Common Stock
2014-02-10
4
C
0
2052366
0.10
A
2188730
I
Endicott Management Partners, LLC
Common Stock
2014-02-10
4
C
0
977272
0.15
A
3166002
I
Endicott Management Partners, LLC
Common Stock
2014-02-10
4
P
0
98310
0.10
A
3264312
I
Endicott Management Partners, LLC
Common Stock
2014-02-10
4
G
0
2223250
0
A
5487562
I
Endicott Management Partners, LLC
5% Senior Secured Convertible Note
0.10
2014-02-10
4
C
0
1
0
D
2011-06-17
Common Stock
2052366
0
I
Endicott Management Partners, LLC
Warrant to Purchase Shares of Common Stock
2014-02-10
4
C
0
977272
0
D
2011-06-17
2016-06-17
Common Stock
977272
0
I
Endicott Management Partners, LLC
The Reporting Person is a Principal of Endicott Management Partners, LLC ("Endicott"). The Reporting Person may be deemed to beneficially own the securities held by Endicott.
Represent conversion of a 5% Senior Secured Convertible Note (the "Note"), issued on June 17, 2011, into shares of common stock of chatAND, Inc. (the "Company"). The 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 the 2011 Financing, 977,272 warrants were issued to Endicott (the "Warrants"). The Note was initially due on June 17, 2012. Endicott agreed with the Company on various occasions to extend the due dates of the Note, the latest extension until November 14, 2013. The Company was subsequently in default under the Note. On February 10, 2014, the board of directors (the "Board") of the Company approved by unanimous written consent the conversion of the Warrants at no additional consideration in exchange for forgiveness of the default interest on the 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 2,223,250 shares to Endicott.
/s/ Kenneth Londoner
2014-07-25