Additional Proxy Soliciting Materials (definitive) (defa14a)
November 13 2018 - 08:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
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Preliminary
Proxy Statement
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☐
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive
Proxy Statement
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☒
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Definitive
Additional Materials
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☐
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Soliciting
Material Pursuant to §240.14a-12
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Helios
and Matheson Analytics Inc.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
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No
fee required.
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☐
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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Title
of each class of securities to which transaction applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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4.
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Proposed
maximum aggregate value of transaction:
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5.
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Total
fee paid:
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☐
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Fee
paid previously with preliminary materials:
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☐
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and
the date of its filing.
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1.
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Amount
previously paid:
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2.
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Form,
Schedule or Registration Statement No.:
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3.
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Filing
Party:
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4.
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Date
Filed:
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HELIOS
AND MATHESON ANALYTICS INC.
EMPIRE STATE BUILDING 350 FIFTH AVENUE
NEW YORK, NEW YORK 10118
NOTICE
OF CANCELLATION OF
SPECIAL
MEETING OF STOCKHOLDERS
To
the stockholders of HELIOS AND MATHESON ANALYTICS INC.:
NOTICE
IS HEREBY GIVEN to the stockholders of Helios and Matheson Analytics Inc. (the “Company”) that the Company’s
board of directors (the “Board”) has cancelled the previously announced special meeting of the Company’s stockholders
(the “Special Meeting”), originally scheduled to be held on October 18, 2018, and postponed to November 14, 2018 at
10:00 a.m. local time. The Board cancelled the Special Meeting because it does not expect to have the requisite stockholder votes
to approve the proposed reverse stock split at the Special Meeting or to adjourn the Special Meeting.
The
purpose of the Special Meeting was to obtain the approval of the Company’s stockholders to an amendment to the Company’s
Certificate of Incorporation to effect a one-time reverse stock split of common stock in a ratio of 1 share-for-2 shares up to
a ratio of 1 share-for-500 shares. The Company presented the reverse stock split proposal in an effort to regain compliance with
the $1.00 minimum bid price requirement or continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)
(“Rule 5550(a)(2)”).
If
the Company does not regain compliance with Rule 5550(a)(2) by December 18, 2018, the Company may be afforded a second 180-calendar
day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid
price requirement. In addition, the Company would be required to notify the Nasdaq Stock Market LLC of its intent to cure the
deficiency during the second compliance period, which may include, if necessary, implementing a reverse stock split. If the Company
is afforded additional time to regain compliance (of which there can be no assurance), the Board plans to call a special meeting
as soon as practicable with a new record date for the Company’s stockholders to vote on a reverse stock split in an effort
to regain compliance with Rule 5550(a)(2). Even if the Company is eligible for an additional compliance period, Nasdaq may decline
to grant the Company an additional compliance period in its discretion.
If
the Company does not regain compliance with Rule 5550(a)(2) by December 18, 2018, and is either not eligible for an additional
compliance period at that time or Nasdaq declines to grant the Company an additional compliance period in Nasdaq’s discretion,
the Nasdaq Listing Qualifications Department (the “Staff”) will provide notice to the Company that its securities
will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Listing
Qualifications Panel (“Panel”). The Company would remain listed pending the Panel’s decision.
The
Board apologizes for any inconvenience this may have caused its stockholders.
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BY
ORDER OF THE BOARD OF DIRECTORS
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By:
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/s/
Stuart Benson
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Stuart
Benson
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Chief
Financial Officer and Secretary
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November
13, 2018
New
York, New York
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