Helios and Matheson Analytics Announces Pricing of $105 Million Public Offering
February 13 2018 - 8:30AM
Business Wire
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 the pricing of a best efforts underwritten
public offering of an aggregate of 7,425,000 Series A-1 units (the
“Series A-1 Units”), with each Series
A-1 Unit consisting of (i) one share of the Company’s common stock,
par value $0.01 per share (the “Common
Stock”), and (ii) one Series A-1 Warrant to purchase one
share of Common Stock (the “Series A-1
Warrants”); and 11,675,000 Series B-1 units (the
“Series B-1 Units”, and together with
the Series A-1 Units, the “Units”),
with each Series B-1 Unit consisting of (i) one pre-funded Series
B-1 Warrant to purchase one share of Common Stock (the
“Series B-1 Warrants”, and together
with the Series A-1 Warrants, the “Warrants”) and (ii) one Series A-1 Warrant, with
anticipated gross proceeds of approximately $ 105 million, before
deducting underwriting discounts and commissions and estimated
offering expenses payable by HMNY. HMNY is offering the Units at a
price of $5.50 per Unit. All of the Units are being offered by
HMNY. The shares of common stock and warrants will be issued
separately. The Warrants will be exercisable at any time on or
after the issuance date until the five-year anniversary of the
issuance date. Each Series A-1 Warrant will be exercisable at a
price of $6.50 per share of common stock. Each Series B-1 Warrant
will have an aggregate exercise price of $5.50 per share of common
stock, all of which will be pre-funded except for a nominal
exercise price of $0.001 per share of common stock. There is no
established public trading market for the Warrants and HMNY does
not expect a market to develop in the future. The offering is
expected to close on or about February 15, 2018, subject to
customary closing conditions. HMNY may use the net proceeds from
this offering to increase the Company’s ownership stake in
MoviePass or to support the operations of MoviePass and MoviePass
Ventures; to satisfy a portion or all of the amounts payable in
connection with previously issued convertible notes; and for
general corporate purposes and transaction expenses. The Company
may also use the proceeds to make other acquisitions.
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Helios and Matheson Analytics announces
pricing of $105 Million public offering
Canaccord Genuity is acting as sole book-running manager and
Maxim Group LLC is acting as co-manager for the offering. Palladium
Capital Advisors, LLC acted as a financial advisor in connection
with the offering.
The Units, the Shares, the Warrants and the shares of Common
Stock underlying the Warrants described above are being offered
pursuant to a shelf registration statement previously filed with
and declared effective by the Securities and Exchange Commission
(“SEC”). A preliminary prospectus
supplement and accompanying prospectus relating to the offering has
been filed with the SEC and is available for free on the SEC’s
website at www.sec.gov. Copies of the final prospectus supplement
and accompanying prospectus relating to the offering will be filed
with the SEC and will be available on the SEC’s web site at
www.sec.gov. Copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may also be
obtained, when available, from Canaccord Genuity Inc., Attention:
Equity Syndicate Department, 99 High Street, 12th Floor, Boston,
Massachusetts 02110, by telephone at (617) 371-3900, or by email at
prospectus@canaccordgenuity.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
About Helios and Matheson Analytics Inc.
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 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 one movie per day for a low fixed 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 regarding HMNY’s
expectations on the completion, timing and size of the proposed
public offering and the anticipated use of proceeds therefrom.
These forward-looking statements are subject to a number of risks,
including market conditions related to the proposed public offering
and 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, 2016 and Quarterly Report on Form
10-Q for the quarter ended September 30, 2017, and in the
preliminary prospectus supplement related to the proposed offering
filed with the SEC on February 12, 2018, each available on the
SEC's web site at www.sec.gov. In addition to the risks described
above and 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
(including, without limitation, the ability to complete this
offering and generate the net proceeds necessary for HMNY to
complete its business objectives) 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20180213005873/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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