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Item 9.01
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Financial Statements and Exhibits.
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See the Exhibit Index set forth below for
a list of exhibits included with this Current Report.
Cautionary Statement on Forward-looking Information
Certain information
in this communication contains “forward-looking statements” about HMNY and MoviePass within the meaning of the Private
Securities Litigation Reform Act of 1995 or under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”), that may not be based on
historical fact, but instead relate to future events. Forward-looking statements are generally identified by words such as “projects,”
“may,” “will,” “could,” “would,” “should,” “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential”
or similar expressions. Such forward-looking statements include, without limitation, statements regarding the expected completion
of the MoviePass Transaction. Statements regarding future events are based on the parties’ current expectations and are necessarily
subject to associated risks related to, among other things, the conditions to the closing of the MoviePass Transaction may not
be satisfied, the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition
agreement between MoviePass and HMNY, MoviePass’ and HMNY’s continuing need for additional financing, and general economic
conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
Such forward-looking
statements are based on a number of assumptions. Although management of HMNY and MoviePass believe that the assumptions made and
expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement contained
herein will prove to be accurate. Actual results and developments may differ materially and adversely from those expressed or implied
by the forward-looking statements contained herein and even if such actual results and developments are realized or substantially
realized, there can be no assurance that they will have the expected consequences or effects.
Risk factors and other
material information concerning HMNY and MoviePass are described in HMNY’s Quarterly Report on Form 10-Q filed with the U.S.
Securities and Commission (the “SEC”) on November 14, 2017, in HMNY’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 and other HMNY filings, including subsequent current and periodic reports, information statements
and registration statements filed with the SEC. You are cautioned to review such reports and other filings at www.sec.gov.
Given these risks, uncertainties
and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified
in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on HMNY’s
and MoviePass’ current expectations and HMNY does not undertake an obligation to revise or update such forward-looking statements
and information to reflect subsequent events or circumstances, except as required by law.
In particular, MoviePass’
$9.95 per month subscription pricing model is new. There can be no assurance that the resulting rate of increase in its subscribers
from the previously announced $9.95 per month pricing model will continue or be sustained. Also, MoviePass has previously offered
a one year subscription pricing model and may offer similar pricing models in the future. There can be no assurance that any rate
of increase in its subscribers will result from new pricing models, and even if such an increase is achieved, that it will be sustained.
Moreover, an increase in the number of MoviePass™ subscribers provides no assurance that the MoviePass™ business model
will lead to profitability.
Additional Information for Stockholders
of HMNY about the Proposed Transaction between HMNY and MoviePass and Where to Find It
HMNY plans to file with
the SEC and furnish its stockholders with a proxy statement in connection with the proposed transaction with MoviePass and security
holders of HMNY are urged to read the proxy statement and the other relevant materials when they become available because such
materials will contain important information about HMNY, MoviePass and their respective affiliates and the proposed transaction.
The proxy statement and other relevant materials (when they become available), and any and all other documents filed by HMNY with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, investors
may obtain a free copy of HMNY’s filings from HMNY’s website at www.hmny.com or by directing a request to: Helios and
Matheson Analytics Inc., Attn: Secretary, Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New York 10118, (212)
979-8228.
INVESTORS AND SECURITY HOLDERS OF HMNY
ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BETWEEN HMNY AND MOVIEPASS.
Participants in the Solicitation
HMNY and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of HMNY in connection
with the proposed transaction between HMNY and MoviePass. Information about those directors and executive officers of HMNY, including
their ownership of HMNY securities, is set forth in its annual report on Form 10-K for the year ended December 31, 2016, which
HMNY filed with the SEC on April 14, 2017, and its definitive proxy statement on Schedule 14A filed with the SEC on October 3,
2017. Investors and security holders may obtain additional information regarding the direct and indirect interests of HMNY and
its directors and executive officers in the proposed transaction by reading the proxy statement and other public filings referred
to above.