UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 24, 2018
HELIOS AND MATHESON ANALYTICS INC.
(Exact name of Registrant as specified in
charter)
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Delaware
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0-22945
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13-3169913
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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Empire State Building
350 5
th
Avenue
New York, New York 10118
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(212) 979-8228
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 (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.03 AMENDMENT TO ARTICLES
OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On July 23, 2018, Helios and Matheson Analytics Inc. (“we”
or the “Company”) held a special meeting of stockholders. At the special meeting, the stockholders approved, among
other things, a proposal authorizing the Company’s Board of Directors, in its discretion, to effect a reverse stock split
of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) at a ratio
of 1 share-for-2 shares up to a ratio of 1 share-for-250 shares to be determined by the Board of Directors. Accordingly, on July
23, 2018, the Board of Directors approved a 1 share-for-250 shares reverse stock split of the Common Stock (the “Reverse
Stock Split”) and the filing of a Certificate of Amendment to the Certificate of Incorporation of the Company to effectuate
the Reverse Stock Split.
A Certificate of Amendment to the Certificate of Incorporation
authorizing the Reverse Stock Split was filed with the Secretary of State of the State of Delaware on July 24, 2018, and the Reverse
Stock Split became effective in accordance with the terms of the Certificate of Amendment at 4:01 p.m. Eastern Time on July 24,
2018 (the “Effective Time”).
Impact of the Reverse Stock Split
At the Effective Time, every two hundred
and fifty shares of Common Stock issued and outstanding automatically combined into one share of issued and outstanding Common
Stock, without any change in the par value per share.
As a result of the Reverse Stock Split, there will be approximately
1.685 million shares of Common Stock outstanding. The Reverse Stock Split will not affect the number of authorized shares of Common
Stock, which is 5,000,000,000 shares. A proportionate adjustment will be made to (i) the per share exercise price and the number
of shares issuable upon the exercise or conversion of the Company’s outstanding equity awards, options and warrants to purchase
shares of Common Stock and outstanding convertible notes and (ii) the number of shares reserved for issuance pursuant to the Company’s
2014 Equity Incentive Plan. Fractional shares will not be issued as a result of the Reverse Stock Split; instead, the Board of
Directors, determined to effect an issuance of shares to holders that would otherwise be entitled to a fractional share such that
any fractional shares will be rounded up to the nearest whole number.
The Company’s transfer agent, Computershare Trust Company,
N.A., will act as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the
exchange of certificates for Common Stock.
The Common Stock will begin trading on
the Nasdaq Capital Market on a split-adjusted basis at the open of the market on July 25, 2018. The Company’s Common
Stock will continue to trade on the Nasdaq Capital Market under the ticker symbol, “HMNY” and the new CUSIP number
for Common Stock following the Reverse Stock Split will be 42327L309.
The information set forth herein does not purport to be complete
and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock
Split, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
ITEM 8.01 OTHER
EVENTS
On July 24, 2018, the Company issued a press release announcing
the Reverse Stock Split as described in Item 5.03. A copy of the press release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
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.
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HELIOS AND MATHESON
ANALYTICS INC.
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Date: July 25, 2018
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By:
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/s/ Theodore Farnsworth
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Theodore Farnsworth
Chief Executive Officer
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2
Exhibit 3.1
Certificate
of Amendment
of
Certificate
of Incorporation
of
Helios
and Matheson Analytics Inc.
Under
Section 242 of the Delaware General Corporation Law
Helios
and Matheson Analytics Inc., a corporation organized and existing under the laws of the state of Delaware (the
“Corporation”), hereby certifies as follows:
The
Certificate of Incorporation of the Corporation is hereby amended as follows:
Paragraph
one (1) of Article Fourth is hereby amended to add the following paragraph thereto:
Reverse
Split
. On July 24, 2018 at 4:01 p.m. (the “Effective Time”), each share of Common Stock issued and outstanding
immediately prior to the Effective Time (the “Old Common Stock”) shall be automatically reclassified as and converted
into 1/250 of a fully paid and nonassessable share of Common Stock (the “New Common Stock”). No fractional shares
of New Common Stock shall be issued in connection with the Reverse Stock Split. In lieu of any fractional shares of New Common
Stock that would be issued in connection with the Reverse Stock Split, the Board elects to effect an issuance of shares of New
Common Stock to holders of any fractional shares of New Common Stock resulting from the Reverse Stock Split such that any fractional
share otherwise issuable to any such holder shall be rounded up to the next highest whole share. Any stock certificate that, immediately
prior to the Effective Time, represented shares of Old Common Stock, shall from and after the Effective Time, automatically and
without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which
such shares of Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment.
The
forgoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware by the vote of a majority of each class of outstanding stock of the corporation entitled to vote
thereon.
IN
WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officer this 24th day July
2018.
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/s/
Theodore Farnsworth
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Theodore
Farnsworth,
Chief Executive Officer
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Exhibit 99.1
Helios and Matheson Analytics Inc. Announces
1-for-250 Reverse Stock Split
Shares of Common Stock Will Begin Trading
on Split-Adjusted Basis
on July 25, 2018
NEW YORK--(July 24, 2018)--Helios and Matheson Analytics Inc.
(Nasdaq: HMNY) (“HMNY” or the “Company”), a provider of information technology services and solutions and
the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, today
announced that the Company will effect a reverse stock split of its issued and outstanding common stock. At a special meeting of
stockholders held on July 23, 2018, shareholders approved an amendment to the Company’s Certificate of Incorporation to effect
a one-time reverse stock split of its common stock, at a ratio of 1 share-for-2 shares up to a ratio of 1 share-for-250 shares,
such ratio to be selected by its Board of Directors.
Following the special meeting of stockholders, the Board of
Directors approved the implementation of a reverse stock split, determined the appropriate reverse stock split to be a ratio of
1-for-250 and approved the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation to effectuate
the reverse stock split.
The Company will effect a reverse stock split of its issued
and outstanding common stock at an exchange ratio of 1-for-250, at 4:01 p.m. Eastern Time on Tuesday, July 24, 2018. The Company’s
common stock will begin trading on a split-adjusted basis on Wednesday, July 25, 2018 under a new CUSIP number, 42327L309, and
will remain listed on the Nasdaq Capital Market under the symbol “HMNY”.
“We believe this is an important step that will facilitate
our access to capital over the next several years and enable us to implement our growth plans for MoviePass, MoviePass Films and
MoviePass Ventures, and will enable us to pursue potential acquisitions to grow our business,” said Ted Farnsworth, Chief
Executive Officer and Chairman of HMNY. “With greater access to capital, we expect to solidify our position as the Number
1 movie theater subscription service in the U.S. and continue to revolutionize the movie industry.”
Upon the effectiveness of the reverse stock split at 4:01 p.m.
Eastern Time on Tuesday, July 24, 2018, each two hundred and fifty shares of the Company’s issued and outstanding common
stock will automatically combine and convert into one issued and outstanding share of common stock, par value $0.01 per share.
Proportional adjustments also will be made to the shares issuable in connection with the Company’s outstanding equity awards,
options, warrants to purchase shares of common stock and outstanding convertible notes. As a result of the reverse stock split,
there will be approximately 1.7 million shares of common stock outstanding.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse
stock split would result in a stockholder owning a fractional share. Fractional shares will not be issued as a result of the reverse
stock split; instead, the Board of Directors determined to effect an issuance of shares to holders that would otherwise be entitled
to a fractional share such that any fractional shares will be rounded up to the nearest whole number.
The Company’s transfer agent, Computershare Trust Company,
N.A., will act as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the
exchange of certificates for common stock. Stockholders should direct any questions concerning the reverse stock split to their
broker or the Company’s transfer agent, Computershare Trust Company, N.A., at 1-877-261-9291.
About Helios and Matheson Analytics Inc.
Helios and Matheson Analytics Inc. (HMNY) is a provider of information
technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business
intelligence, social listening, and consumer-centric technology. HMNY owns approximately 92% of the outstanding shares (excluding
options and warrants) of MoviePass Inc., the nation's premier movie-theater subscription service. HMNY’s holdings include
RedZone Map™, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially
empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New
York, NY and listed on the Nasdaq Capital Market under the symbol HMNY. For more information, visit us at
www.hmny.com
.
About MoviePass
MoviePass Inc. is a technology company dedicated to enhancing
the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass provides film enthusiasts the
ability to attend up to one movie per day for a low subscription price. The service, now accepted at more than 91% of theaters
across the United States, is the nation's largest theater network. For more information, visit
www.moviepass.com
.
Safe Harbor Statement
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements relating to
the reverse stock split and other future events and expectations. These forward-looking statements are subject to a number of risks,
including the risk factors set forth from time to time in HMNY’s SEC filings, including but not limited to the risks that
are described in the “Risk Factors” section of HMNY’s Annual Report on Form 10-K for the year ended December
31, 2017, available on the SEC's web site at
www.sec.gov
. In addition to the risks described in HMNY’s other filings
with the SEC, other unknown or unpredictable factors also could affect HMNY’s results. No forward-looking statements can
be guaranteed, and actual results could differ significantly from those contemplated by the forward-looking statements. The information
in this release is provided only as of the date of this release, and HMNY undertakes no obligation to update any forward-looking
statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Contacts
HMNY Contact:
The Pollack PR Marketing Group
Stephanie Goldman / Mark Havenner, 310-556-4443
sgoldman@ppmgcorp.com
/
mhavenner@ppmgcorp.com
or
MoviePass Contact:
LaunchSquad for MoviePass
Gavin Skillman, 212-564-3665
moviepass@launchsquad.com