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