Current Report Filing (8-k)
08 July 2016 - 1:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 7, 2016 (July 5, 2016)
chatAND,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-54587
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27-2761655
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE
IDENTIFICATION
NO.)
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244
5
th
Avenue, Suite C68, New York, New York 10001
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(917)
818-2280
(REGISTRANT’S
TELEPHONE NUMBER)
Not
applicable
(FORMER
NAME, IF CHANGES SINC LAST REPORT
Check
the appropriate box below if the FORM 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange Act
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Item 3.02
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Unregistered Sales of Equity Securities
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On
July 5, 2016, David Stefansky, a member of the Board of Directors of chatAND, Inc, a Nevada corporation (the “
Company
”)
invested $15,000 in the Company 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.
Additionally,
in connection with the Note, the Company issued to Mr. Stefansky a Warrant to Purchase Shares of Common Stock for 750,000 shares
of the Company’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 Mr. Stefansky. 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.
The
foregoing descriptions of the Note and the Warrant by the Company do not purport to be complete and are qualified in their entirety
by reference to the full text of the Note and the Warrant (including the exhibits thereto, if any) which are attached as Exhibits
4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The
shares of Common Stock will be issued in reliance upon an exemption from registration provided by Section 4(a)(2) and/or Rule
506(b) of the Securities Act, as amended (the “
Securities Act
”), since no general solicitation or advertising
was conducted by us in connection with the offering of any of the shares. All shares to be purchased in the offering will be “restricted”
in accordance with Rule 144 of the Securities Act and the investor is “accredited” as defined under the Securities
Act. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to
buy Common Stock.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
of Exhibit
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4.1*
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10%
Convertible Promissory Note issued by chatAND, Inc. to David Stefansky on July 5, 2016
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4.2*
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Warrant
to Purchase Shares of Common Stock issued by chatAND, Inc. to David Stefansky on July
5, 2016
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*filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
July 7, 2016
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CHATAND,
INC.
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By:
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/s/
Victoria Rudman
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Interim
Chief Executive Officer and
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Chief
Financial Officer
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