Earnings Feed
Start Free
Home/Filings/4/0001493152-14-002268
4//SEC Filing

chatAND, Inc. 4

Accession 0001493152-14-002268

CIK 0001529133operating
View on SEC.govCompany Profile

Filed

Jul 23, 8:00 PM ET

Accepted

Jul 24, 2:10 PM ET

Size

50.5 KB

Accession

0001493152-14-002268

Insider Transaction Report

Form 4
Period: 2014-02-10
chatAND, Inc.CHAA
ROSENBLUM RICHARD
Director
Transactions
  • Purchase

    Common Stock

    2014-04-08$0.10/sh+101,078$10,108→ 394,771 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
  • Other

    Common Stock

    2014-07-11−647,716→ 0 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
  • Purchase

    Common Stock

    2014-02-10$0.10/sh+40,920$4,092→ 1,386,498 total(indirect: By LLC)
  • Conversion

    Warrant to Purchase Shares of Common Stock

    2014-02-10−49,439→ 0 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    From: 2011-06-17Exp: 2016-06-17→ Common Stock (49,439 underlying)
  • Purchase

    Common Stock

    2014-06-06$0.10/sh+252,945$25,295→ 647,716 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
  • Other

    Common Stock

    2014-07-11+647,716→ 647,716 total
  • Conversion

    Common Stock

    2014-02-10$0.15/sh+415,370$62,306→ 1,345,578 total(indirect: By LLC)
  • Gift

    Common Stock

    2014-02-10+944,577→ 2,331,075 total(indirect: By LLC)
  • Conversion

    Common Stock

    2014-02-10$0.10/sh+103,827$10,383→ 110,726 total(indirect: BY HARBORVIEW VALUE MASTER FUND, L.P.)
  • Conversion

    Common Stock

    2014-02-10$0.15/sh+49,439$7,416→ 160,165 total(indirect: BY HARBORVIEW VALUE MASTER FUND, L.P.)
  • Other

    C Warrant to Purchase Shares of Common Stock

    2014-07-21−506→ 0 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    Exercise: $0.15From: 2014-07-21Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Other

    C Warrant to Purchase Shares of Common Stock

    2014-07-21+506→ 506 total
    Exercise: $0.15From: 2014-07-21Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Conversion

    Warrant to Purchase Shares of Common Stock

    2014-02-10−415,370→ 0 total(indirect: By LLC)
    From: 2011-06-17Exp: 2016-06-17→ Common Stock (415,370 underlying)
  • Purchase

    C Warrant to Purchase Shares of Common Stock

    2014-04-08+506→ 506 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    Exercise: $0.15From: 2014-04-08Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Other

    B Warrant to Purchase Shares of Common Stock

    2014-07-21−506→ 0 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    Exercise: $0.10From: 2014-07-21Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Purchase

    B Warrant to Purchase Shares of Common Stock

    2014-04-08+506→ 506 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    Exercise: $0.10From: 2014-04-08Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Other

    B Warrant to Purchase Shares of Common Stock

    2014-07-21+506→ 506 total
    Exercise: $0.10From: 2014-07-21Exp: 2017-04-08→ Common Stock (50,600 underlying)
  • Conversion

    5% Senior Secured Convertible Note

    2014-02-10−1→ 0 total(indirect: By LLC)
    Exercise: $0.10From: 2011-06-17→ Common Stock (872,254 underlying)
  • Purchase

    Common Stock

    2014-02-10$0.10/sh+14,459$1,446→ 174,624 total(indirect: BY HARBORVIEW VALUE MASTER FUND, L.P.)
  • Gift

    Common Stock

    2014-02-10+118,969→ 293,593 total(indirect: BY HARBORVIEW VALUE MASTER FUND, L.P.)
  • Conversion

    Common Stock

    2014-02-10$0.10/sh+872,254$87,225→ 930,208 total(indirect: By LLC)
  • Conversion

    5% Senior Secured Convertible Note

    2014-02-10−1→ 0 total(indirect: HARBORVIEW VALUE MASTER FUND, L.P.)
    Exercise: $0.10From: 2011-06-17→ Common Stock (103,827 underlying)
Footnotes (9)
  • [F1]Harborview Value Master Fund, L.P. ("HMF"), which is owned 5.0589% by Richard Rosenblum, is the direct beneficial owner of these securities.
  • [F2]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.
  • [F3]The Corbran, LLC ("CB") is the direct beneficial owners of these securities. Richard Rosenblum is a controlling party of CB.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.

Documents

1 file

Issuer

chatAND, Inc.

CIK 0001529133

→
Entity typeoperating
IncorporatedNV

Related Parties

1
  • filerCIK 0001529133

Filing Metadata

Form type
4
Filed
Jul 23, 8:00 PM ET
Accepted
Jul 24, 2:10 PM ET
Size
50.5 KB
View on SEC.gov