Item
1.01.
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Entry
Into a Material Definitive Agreement.
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June
2018 Amendment and Exchange Agreements
On June 28, 2018, Helios
and Matheson Analytics Inc. (the “Company”) entered into separate June 2018 Amendment and Exchange Agreements (each,
an “Exchange Agreement”) with the holders (each, a “Holder” and collectively, the “Holders”)
of certain warrants to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)
for the purpose of exchanging outstanding warrants to purchase an aggregate of 26,609,269 shares of Common Stock (the “Warrants”)
for an aggregate of 22,617,879 shares of Common Stock (collectively, the “Exchange Shares”), based on a ratio of 0.85
Exchange Shares for each warrant share. As a result, the Warrants have been cancelled.
Voting
Agreements
On June 28, 2018, each Holder that was not a party to the securities purchase agreement dated June
21, 2018 among the Company and certain investors (as amended, the “June Securities Purchase Agreement”) entered into
a voting agreement with the Company (each, a “Voting Agreement” and collectively, the “Voting Agreements”).
Pursuant to the Voting Agreement, each Holder agreed to vote the Exchange Shares and any shares of Common Stock the Holder owns
or may acquire (collectively, the “Holder Securities”) at any meeting of stockholders of the Company: (a) in favor
of (i) approval of resolutions providing for the issuance of shares of Common Stock upon conversion of the convertible notes issued
by the Company on January 11, 2018, in accordance with Nasdaq Listing Rule 5635 (the “Stockholder Approval”), (ii)
an increase in the authorized shares of the Company and (iii) a reverse stock split of the Common Stock; and (b) against any proposal
or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Transaction Documents (as defined in the June Securities Purchase Agreement) or
the Transaction Documents (as defined in the securities purchase agreement dated January 11, 2018 among the Company and certain
buyers (the “January Securities Purchase Agreement)) or which could result in any of the conditions to the Company's obligations
under the Transaction Documents (as defined in the June Securities Purchase Agreement) or the Transaction Documents (as defined
in the January Securities Purchase Agreement), as applicable, not being fulfilled. The agreements to vote the Holder Securities
described above terminate immediately following the occurrence of the Stockholder Approval described above.
The Voting
Agreements also require that, at any time on or prior to the record date for the meeting of stockholders of the Company
at which the Company will seek the Stockholder Approval, each Holder will not sell or transfer any of the Exchange Shares.
However, the Holders (or their designees, as applicable) are not prohibited from (i) using their Holder Securities to cover
the Holders’ or their respective affiliates’ Short Sales (as defined in SEC Regulation SHO) outstanding as of the
date of the Voting Agreement, (ii) lending any of their Holder Securities to any person, or (iii) pledging any of the Holder
Securities to any person.
Leak-Out Agreements
In connection
with the Exchange Agreement, on June 28, 2018, each Holder entered into a leak-out agreement with the Company (each a
“Leak-Out Agreement” and collectively, the “Leak-Out Agreements”), which restricts each Holder from
selling the Exchange Shares during certain periods. Pursuant to the Leak-Out Agreements, for a period ending on the earlier
of (x) July 23, 2018 and (y) the Stock Split Stockholder Approval Date (as defined in the June Securities Purchase Agreement)
(such earlier date, the “Lock-Up End Date”), the Holder will not, after the date of the Leak-Out Agreement, sell
any of the Exchange Shares. However, the Holders (or their designees, as applicable) are not prohibited from (i) using their
Holder Securities
to cover the Holders’ or
their respective affiliates’ Short Sales (as defined in SEC Regulation SHO) outstanding as of the date of the Leak-Out
Agreement, (ii) lending any of their Holder Securities to any person, or (iii) pledging any of their Holder Securities to any
person. In addition, subject to certain exclusions, Holders and any Trading Affiliates (as defined in the Leak-Out
Agreements) will be restricted from selling specified amounts of their Exchange Shares for up to fifteen calendar days after
the Lock-Up End Date, unless certain events, as described in the Leak-Out Agreements, earlier terminate such
restrictions.
Amendment
to June Securities Purchase Agreement
On
June 28, 2018, the Company and the Required Holder (as defined in the June Securities Purchase Agreement), entered into an amendment
to the June Securities Purchase Agreement (“Amendment No. 1 to Securities Purchase Agreement”), pursuant to which
the Stockholder Meeting Deadline (as defined in the June Securities Purchase Agreement) was amended from July 18, 2018 to July
23, 2018.
The
above discussion does not purport to be a complete description of the Exchange Agreements, the Voting Agreements, the Leak-Out
Agreements and Amendment No. 1 to Securities Purchase Agreement, described in this Current Report and it is qualified in its entirety
by reference to the full text of the document or the form of the document, as applicable, each of which is attached as an exhibit
to this Current Report and is incorporated herein by reference.