Current Report Filing (8-k)
July 11 2018 - 7:00AM
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): July 10, 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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☐
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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 a Material Definitive Agreement.
On
July 10, 2018, Helios and Matheson Analytics, Inc. (the “Company”) entered into a Waiver Agreement (the “Waiver
Agreement”) with a holder of the convertible notes (the “Holder”) issued on November 7, 2017 (the “November
Notes”), January 23, 2018 (the “January Notes”), and June 26, 2018 (the “June Notes,” and together
with the November Notes and January Notes, the “Existing Notes”).
Pursuant
to the Waiver Agreement, the Holder, in its capacity as the Required Holder under the Securities Purchase Agreements pursuant
to which the Existing Notes were issued: (i) waived any obligation by the Company to effect any redemption of the Existing Notes
as a result of the consummation of a proposed public offering of securities by the Company (the “New Proposed Offering”),
(ii) reduced the aggregate number of shares required to be reserved for issuance upon conversion of the November Notes and the
January Notes, (iii) deferred the right that the holders of the Existing Notes may have to adjust the Conversion Price (as defined
in the applicable Existing Note) of such Existing Notes solely as a result of the issuance of securities in the New Proposed Offering
until the fourth trading day after the time of the pricing of the New Proposed Offering, (iv) consented to the New Proposed Offering,
and (v) waived any prohibition with respect to the issuance of the securities in the New Proposed Offering.
The
above discussion does not purport to be a complete description of the Waiver Agreement described in this Current Report on Form
8-K (this “Current Report”) and it is qualified in its entirety by reference to the full text of the Waiver Agreement,
which is attached as an exhibit to this Current Report and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
.
*filed
herewith
SIGNATURE
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.
Date:
July 10, 2018
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HELIOS AND MATHESON ANALYTICS INC.
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By:
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/s/
Theodore Farnsworth
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Name:
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Theodore Farnsworth
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Title:
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Chief Executive Officer
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