Helios and Matheson Analytics Inc. (Nasdaq: HMNY)
(“HMNY”), a provider of information technology services and
solutions and a majority owner of MoviePass Inc. (“MoviePass”), the
nation’s premier movie-theater subscription service, today
announced that it has entered into a securities purchase agreement
with an institutional investor for HMNY to issue convertible notes
in the aggregate principal amount of $60 million (the “Notes”). The
net proceeds from the issuance of the Notes will be used for
general corporate purposes. HMNY is not obligated to register the
resale of any shares underlying the Notes with the Securities and
Exchange Commission. Absent registration, the investor may resell
the shares underlying the Notes only pursuant to Rule 144 or
another available exemption from registration.
The Notes will be convertible, at the option of the holder, at a
fixed conversion price of $11.44, subject to adjustment.
Pursuant to the terms of the securities purchase agreement, at
the closing of the financing, the investor will pay for the Notes
with $25 million in cash up front and an investor note in the
principal amount of $35 million payable to HMNY (the “Investor
Note”). The investor may prepay the remaining balance of the
Investor Note, with the resulting cash being paid to HMNY, in its
discretion.
Canaccord Genuity Inc. acted as sole placement agent for the
financing. Palladium Capital Advisors LLC acted as a financial
advisor to HMNY in connection with the financing.
Key Transaction Details
The Notes consist of (i) Series A-1 Senior Bridge Subordinated
Convertible Notes in the aggregate principal amount of $25,000,000
and (ii) Series B-1 Senior Secured Bridge Convertible Notes in the
aggregate principal amount of $35,000,000 for consideration
consisting of (i) an upfront cash payment in the amount of
$25,000,000, and (ii) secured promissory notes payable by the
investors to HMNY in the aggregate principal amount of $35,000,000
(referred to above as the Investor Note).
The investors may require HMNY to redeem the Notes at any time
after five months from the issue date of the Notes, including the
outstanding principal amount of the Series A-1 Notes and the
portion of outstanding principal amount of the Investor Note for
which the investors have prepaid to HMNY a corresponding amount of
cash under the Investor Note, plus accrued unpaid interest on those
amounts and a make-whole amount of interest on those amounts
calculated through the two year maturity date of the Notes.
The Series A-1 Notes are not secured by any assets of HMNY or
MoviePass and the Investor Note are not secured by any assets of
HMNY other than the Investor Note. The conversion price of the
Notes is subject to adjustment in the event the Company sells
shares of common stock or common stock equivalents for less than
$11.44 per share in the future, subject to customary excluded
issuances.
For additional information concerning the details of the
financing, please refer to the Current Report on Form 8-K to be
filed by HMNY with the U.S. Securities and Exchange Commission (the
“SEC”).
The Notes and shares of common stock issuable upon conversion
thereof have not been registered under the Securities Act of 1933,
as amended, or any applicable state securities laws and may not be
offered or sold absent such registration or pursuant to an
available exemption from such registration requirements. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any of the securities nor shall there be any sale
of any of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Helios and Matheson
Helios and Matheson Analytics Inc. (Nasdaq: 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 a majority interest in
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™ is a technology company dedicated to enhancing the
exploration of cinema. As the nation's premier movie-theater
subscription service, MoviePass™ provides film enthusiasts with a
variety of subscription options to enhance their movie-going
experience. The service, now accepted at more than 91% of theaters
across the United States, is the nation's largest theater network.
Visit: www.moviepass.com.
Cautionary Statement on Forward-looking Information
Certain information in this communication contains
“forward-looking statements” about HMNY 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. Statements regarding future events are based
on HMNY’s current expectations and are necessarily subject to
associated risks.
Such forward-looking statements are based on a number of
assumptions. Although management of HMNY believes 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 (including, without limitation, the
closing of the financing, the use of proceeds of the financing and
whether the investor will prepay any of the Investor Note) 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 for
the quarter ended September 30, 2017 filed with the SEC on November
14, 2017, in HMNY’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 filed with the SEC on April 14, 2017, in
HMNY’s Current Report on Form 8-K filed on November 30, 2017 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 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180111005508/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie
Goldman/Mark Havenner, 310-556-4443sgoldman@ppmgcorp.com /
mhavenner@ppmgcorp.comorMoviePass Contact:LaunchSquad for
MoviePassGavin Skillman, 212-564-3665gavin@launchsquad.com
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