Current Report Filing (8-k)
February 08 2018 - 5:02PM
Edgar (US Regulatory)
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): February 5, 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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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. ☐
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 5, 2018, Helios and Matheson Analytics
Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s
stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of authorized
common stock from 100,000,000 to 500,000,000 shares (the “Charter Amendment”). Following stockholder approval of the
Charter Amendment, a Certificate of Amendment to the Company’s Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on February 8, 2018, at which time the Charter Amendment became effective.
The Charter Amendment is summarized in the Company’s
Proxy Statement. A copy of the Certificate of Amendment containing the Charter Amendment is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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The
following are the voting results of each matter submitted to the stockholders of the Company at the Meeting. At the beginning
of the Meeting, there were 11,828,357 shares of common stock present at the Meeting in person or by proxy, which represented 83.0%
of the voting power of the shares of common stock entitled to vote at the Meeting, and which constituted a quorum for the transaction
of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business
on December 7, 2017. The proposals below are described in more detail in the Company’s definitive proxy statement filed
with the Securities and Exchange Commission on January 12, 2018.
1. To
approve an amendment to the Company’s 2014 Equity Incentive Plan (the “Plan”) to (i) increase the aggregate
number of shares of common stock authorized for issuance thereunder by 1,875,000 to an aggregate of 3,000,000 shares and (ii)
account for an annual automatic increase in the number of shares of common stock authorized for issuance thereunder by the lesser
of (A) 3,000,000 shares of the Company’s common stock or the equivalent of such number of shares after the administrator
of the Plan, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization
or similar transaction; (B) a number of shares of common stock equal to 5% of the Company’s common stock outstanding on
January 2
nd
of each year, and (C) an amount determined by the Company’s Board of Directors.
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For
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Against
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Abstentions
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Broker
Non-Votes
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6,522,551
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439,098
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18,631
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4,848,077
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2. To
the extent required by Nasdaq Listing Rule 5635, to approve the issuance of shares of common stock of the Company upon conversion
of the senior convertible notes issued to institutional investors on November 7, 2017.
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For
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Against
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Abstentions
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Broker
Non-Votes
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6,791,709
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168,790
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19,781
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4,848,077
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3. To
the extent required by Nasdaq Listing Rule 5635(d), to approve the issuance of a warrant and, upon exercise of the warrant, the
shares of common stock subject to the warrant, to an institutional investor on November 7, 2017.
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For
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Against
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Abstentions
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Broker
Non-Votes
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6,793,509
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161,845
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24,926
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4,848,077
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4. To
approve the Charter Amendment.
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For
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Against
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Abstentions
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Broker
Non-Votes
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10,735,710
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1,023,119
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69,528
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0
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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SIGNATURE
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.
Dated:
February 8, 2018
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HELIOS
AND MATHESON ANALYTICS INC.
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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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EXHIBIT
INDEX
3
Helios and Matheson Anal... (CE) (USOTC:HMNY)
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