Current Report Filing (8-k)
June 04 2018 - 8:32AM
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): June 1, 2018
HELIOS
AND MATHESON ANALYTICS INC.
(Exact
name of Registrant as specified in charter)
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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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 CFR240.14a-12)
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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. ☐
ITEM
1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Amendment
to the November Securities Purchase Agreement and the November Notes
As
previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 6,
2017, on November 6, 2017, the Company and institutional buyers (the “November Buyers”) entered into a Securities
Purchase Agreement (the “November Securities Purchase Agreement”) pursuant to which the Company issued to the November
Buyers: (i) senior bridge convertible notes, in the aggregate original principal amount of $5 million, convertible into shares
of common stock of the Company (the “Common Stock”), in accordance with the terms thereof and (ii) senior secured
bridge convertible notes, in the aggregate original principal amount of $95 million, convertible into shares of Common Stock,
in accordance with the terms thereof (together, the “November Notes”).
On
June 1, 2018, the Company and a November Buyer entered into an amendment to the November Securities Purchase Agreement and the
November Notes to reduce the number of shares of Common Stock required to be reserved for issuance under the November Notes from
200% to 110% of the maximum number of shares of Common Stock issuable upon conversion of the November Notes until the earlier
of the Stockholder Approval Date (as defined below) and August 1, 2018. After such date, the required reserve amount will be increased
back to 200%.
Amendment
to the January Securities Purchase Agreement and the January Notes
As
previously disclosed in the Form 8-K filed with the SEC on January 11, 2018, on January 11, 2018, the Company and an institutional
buyer (the “January Buyer”) entered into a Securities Purchase Agreement (the “January Securities Purchase Agreement”),
pursuant to which the Company issued to the January Buyer: (i) senior subordinated convertible notes, in the aggregate original
principal amount of $25 million, convertible into shares of Common Stock, in accordance with the terms thereof and (ii) senior
secured convertible notes, in the aggregate original principal amount of $35 million, convertible into shares of Common Stock,
in accordance with the terms thereof (together, the “January Notes”).
On
June 1, 2018, the Company and the January Buyer entered into an amendment to the January Securities Purchase Agreement and the
January Notes to reduce the number of shares of Common Stock required to be reserved for issuance under the January Notes from
200% to 100% of the maximum number of shares of Common Stock issuable upon conversion of the January Notes until the earlier of
(1) the date stockholders approve resolutions providing for the issuance of the January Notes and the shares of Common Stock issuable
upon conversion of the January Notes (the “Stockholder Approval” and the date the Stockholder Approval is obtained,
the “Stockholder Approval Date”) and (2) August 1, 2018. After such date, the required reserve amount will be increased
back to 200%. The amendment to the January Securities Purchase Agreement also extended the date by which the Company must hold
the special meeting to obtain the Stockholder Approval from June 1, 2018 to August 1, 2018.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
*filed
herein
SIGNATURES
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.
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HELIOS
AND MATHESON
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ANALYTICS
INC.
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Date:
June 4, 2018
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By:
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/s/
Stuart Benson
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Chief Financial Officer
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