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CHATAND, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

June 11, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2014, chatAND, Inc. (the "Company"), entered into a Promissory Note Assignment and Purchase Agreement (the "Agreement") with Harborview Value Master Fund, L.P. ("Harborview"), a principal stockholder of the Company, whereby Harborview sold, assigned and transferred to the Company Harborview's rights under a series of promissory notes issued to Harborview by Freeline Sports, Inc. (the "Notes"), such Notes totaling an aggregate amount of $1,269,500. Under the Agreement, the Company purchased the Notes for a purchase price of $500,000, which was paid to Harborview in 5,000,000 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock"), such Shares determined on a per Share price of the Common Stock equal to $0.10 per Share. The issuance of the Shares qualified for exemption under Rule 506(b) promulgated under Section 4(a)(2) of the Securities Act since the issuance of these securities by the Company did not involve a "public offering" and Harborview, as purchaser of the Shares, qualified as an accredited investor.

The Agreement is attached to this Current Report as Exhibit 10.1. All descriptions of the Agreement herein are qualified in their entirety by the text of Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information regarding the purchase of the Notes set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the sale of the Shares set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Promissory Note Assignment and Purchase Agreement, dated June 6, 2014


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Source: Edgar Glimpses


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