Spin-Off to be Effected through a Dividend
Distribution of Zone Technologies Shares
Helios and Matheson Analytics Inc. (Nasdaq: HMNY),
(“HMNY”), a provider of information
technology services and solutions and owner of a controlling
interest in MoviePass, Inc.. (“MoviePass”) today announced that its board of
directors has approved a plan to spin-off its wholly-owned
subsidiary, Zone Technologies Inc. (“Zone”). Following the spin-off, Zone would become
an independent publicly traded company that HMNY expects to also be
listed on Nasdaq.
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Helios and Matheson Analytics Inc.
Announces Plans to Spin-Off Zone Technologies Inc. to Become a
Separate Public Company (Photo: Business Wire)
The spin-off is subject to numerous conditions, including,
without limitation, the effectiveness of a Registration Statement
on Form S-1 to be filed with the Securities and Exchange Commission
and the approved listing of Zone’s common stock on Nasdaq. Pursuant
to the spin-off, HMNY plans to distribute shares of Zone common
stock as a dividend to persons who hold common stock of HMNY as of
a record date to be determined. The board of directors of HMNY
expects to set a record date to determine the stockholders entitled
to receive shares of Zone in the spin-off for approximately 20 to
40 days before the effective date of the spin-off. Holders of any
convertible notes and warrants of HMNY outstanding as of the
applicable record date may be entitled to participate in the
dividend of Zone shares in the spin-off in accordance with the
terms of such notes and warrants.
The strategic goal of the spin-off is to create two public
companies, each of which can focus on its own strengths and
operational plans. In addition, after the spin-off, each of HMNY
and Zone will be better equipped to pursue partnerships and other
strategies that are more closely aligned with their respective
business models.
“Having founded Zone, I am excited to implement this spin-off to
maximize Zone’s true potential, by furthering the development of
our RedZone Map™ product and expanding Zone’s business by entering
into complementary technology sectors,” said Ted Farnsworth, HMNY’s
Chief Executive Officer and Chairman. “I believe this spin-off will
enable Zone to grow, both organically and by acquisition of other
technologies,” Mr. Farnsworth concluded.
Upon the completion of the spin-off transaction, HMNY plans to
continue focusing on its operations related to its controlling
interest in MoviePass and expects HMNY’s management to be comprised
of the same management team as prior to the spin-off. Following the
spin-off, Zone plans to continue focusing on its RedZone Map™
product, as well as growth and acquisitions. Both HMNY and Zone
expect to remain headquartered in New York City, HMNY’s current
base of operations.
HMNY is in the process of evaluating the tax consequences, if
any, of the proposed dividend distribution of Zone shares pursuant
to the spin-off.
As reported in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 15, 2018, as of that
date, HMNY owes no debt principal under any debt instruments.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation or sale is not permitted.
About Zone Technologies Inc.
Zone Technologies Inc. is a state-of-the-art mapping and spatial
analysis company with operations in the U.S. Its safety map app,
RedZone Map™, enhances mobile GPS navigation by providing advanced
proprietary technology to guide travelers to their destinations.
The app incorporates a social media component allowing for
real-time “It’s happening now” crime reporting coupled with real
time data from over 1,400 local, state, national and global
sources. RedZone Map™ is currently available to iOS and Android
users. More information is available on the RedZone Map™
website.
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 Zone Technologies Inc., creator of
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.
Forward Looking Statements
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believe,”
“predict,” “potential,” “continue,” and similar expressions are
intended to identify such forward looking statements, which include
but are not limited to statements regarding the effectiveness of a
registration statement relating to the proposed spin-off, the
listing of Zone’s common stock on Nasdaq, the benefits expected and
other impacts anticipated of the spin-off and the tax consequences
of the spin-off. These forward-looking statements are subject to a
number of risks, including the inability to consummate the
spin-off, failure of HMNY’s securities holders to receive favorable
tax treatment, failure to achieve anticipated growth or accomplish
financing objectives 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, 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, www.sec.gov, 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180315005643/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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