Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a
provider of information technology services and solutions and the
92% 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 institutional
investors for HMNY to issue convertible notes in the aggregate
principal amount of $164 million (the “Notes”) and 20,500 shares of
preferred stock (the “Preferred Stock”). The net proceeds from the
issuance of the Notes and the Preferred Stock 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 investors may resell
the shares underlying the Notes only pursuant to Rule 144 or
another available exemption from registration.
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Helios and Matheson Analytics Inc. enters
into agreement to issue $164 Million in convertible notes (Photo:
Business Wire)
The Notes will be convertible, at the option of the holder, at a
conversion price of $1.00, subject to adjustment. The Preferred
Stock is not convertible into common stock. Each share of Preferred
Stock is entitled to 3,205 votes per share on all matters on which
holders of common stock are entitled to vote.
Pursuant to the terms of the securities purchase agreement, at
the closing of the financing, the investors will pay for the
Preferred Stock and the Notes with $20.5 million in cash up front
and investor notes in the aggregate principal amount of $139.4
million payable to HMNY (the “Investor Notes”). Each investor may
prepay its Investor Note, with the resulting cash being paid to
HMNY, in its discretion.
Canaccord Genuity LLC acted as sole placement agent for the
financing. Palladium Capital Advisors LLC acted as a financial
advisor.
Key Transaction Details
The investors may require HMNY to redeem the Notes at any time
after seven months from the issue date of the Notes, including the
portion of outstanding principal amount of the Investor Notes for
which the investors have prepaid to HMNY a corresponding amount of
cash under the Investor Notes, 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 Notes are not secured by any assets of HMNY other than the
Investor Notes. 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 $1.00 per share in the
future, subject to customary excluded issuances.
The investors may require HMNY to redeem the Preferred Stock at
any time at a price of $0.01 per share. After the first 15% of the
aggregate principal amount of any Note has been paid or converted,
HMNY may redeem all or a portion the Preferred Stock held by the
holder of that Note at a price of $0.01 per share. Each holder of
the Preferred Stock will not be permitted to transfer such holder’s
Preferred Stock prior to the time when at least 15% of the
aggregate principal amount of such holder’s Note has been converted
or paid.
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, the shares of common stock issuable upon conversion
thereof and the Preferred Stock 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 Analytics
Helios and Matheson Analytics Inc. (Nasdaq:HMNY) (“Helios”) 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. Helios currently owns approximately
92% of the outstanding shares (excluding options and warrants) of
MoviePass Inc., the nation's premier movie-theater subscription
service. Helios' 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. Helios is headquartered in New York, NY and listed on
the Nasdaq Capital Market under the symbol Helios. For more
information, visit us at www.hmny.com.
About MoviePass Inc.
MoviePass Inc. (“MoviePass”) is a marketing technology platform
enhancing the exploration of film and the moviegoing experience. As
the nation's premier movie-theater subscription service, MoviePass
provides film enthusiasts the ability to attend up to one new movie
title per day in theaters. The service, now accepted at more than
91% of theaters across the United States, is the nation's largest
theater network. Visit us at 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 Notes) 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 March 31, 2018 filed with the SEC on May 15,
2018, in HMNY’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 filed with the SEC on April 17, 2018, 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: https://www.businesswire.com/news/home/20180621005646/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie
Goldman/Mark Havenner,
310-556-4443sgoldman@ppmgcorp.com/mhavenner@ppmgcorp.comorMoviePass
Contact:LaunchSquad for MoviePassGavin Skillman,
212-564-3665moviepass@launchsquad.com
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