ITEM 3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed,
on June 21, 2018, Helios and Matheson Analytics Inc. (the “Company”) received a deficiency letter from
the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, for the 30 consecutive business days prior to the date thereof, the closing bid price for the Company’s
common stock closed below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). In accordance with Nasdaq Listing Rule 5810(b), the Company was
given 180 calendar days, or until December 18, 2018, to regain compliance with Rule 5550(a)(2). In accordance with Nasdaq
Listing Rule 5810(c)(3)(A)(ii), certain companies may be eligible for a second 180-day period to regain compliance; however, such
additional compliance period is not available if it does not appear to Nasdaq that it is possible for the Company to cure the deficiency.
On December 19, 2018, the Company received a
written notice from the Staff that the Company has not regained compliance with Rule 5550(a)(2) and is not eligible for a second
180-day period because the Staff determined that it does not appear that it is possible for the Company to cure the deficiency.
The notice indicated that, while the Company meets all the quantitative requirements, the Staff’s determination is based
on the low price of the Company’s common stock, the significant issuances of common stock over the past year from an Equity
Distribution Agreement and the conversion of future priced securities (primarily Senior Secured Convertible Notes issued on November
7, 2017 and January 23, 2018), the Company’s stated need to issue additional shares to fund its operations, the failure of
a prior reverse-stock split in July 2018 to result in compliance with Rule 5550(a)(2), and the Company’s inability to obtain
approval for a proposed reverse stock split at a special meeting in November 2018.
As a result, Nasdaq has
determined that unless the Company timely requests an appeal of such determination before the Nasdaq Hearings Panel (the “Panel”),
the Company’s common stock will be scheduled for delisting from The Nasdaq Capital Market and
will be suspended at the opening of business on December 28, 2018, and a Form 25-NSE will be filed with the Securities and Exchange
Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq
Capital Market.
In accordance with Nasdaq’s
procedures, the Company intends to appeal the Staff’s determination by requesting a hearing before the Panel (the “Hearing”)
to seek continued listing. This hearing request will automatically stay the suspension of the Company’s securities and the
filing of a Form 25-NSE pending the Panel’s decision. The Company expects that Nasdaq will hold the Hearing with the Panel
within 45 days of the Company’s request for the Hearing, pursuant to the Nasdaq Listing Rules. At or prior to the Hearing,
the Company intends to present its plans to Nasdaq to regain compliance with Rule 5550(a)(2) and request an extension of time so
that the Board of Directors of the Company (the “Board”) and management of the Company can effect a reverse stock split
at a time that is in the best interests of the Company and its stockholders. The Company intends to continue to monitor its closing
bid price for its common stock and will continue considering all available options to resolve the Company’s noncompliance
with Rule 5550(a)(2).
Also, as previously disclosed
on the Current Report on Form 8-K filed August 30, 2018, the Company is no longer compliant with Nasdaq Listing Rule 5605(b)(1),
which requires that a majority of the Board be independent, and Nasdaq Listing Rule 5605(c)(2)(A), which requires that the Audit
Committee have at least three independent directors. In its notification letter dated September 6, 2018, Nasdaq advised that the
Company will have until the following to cure these deficiencies:
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until the earlier of the Company’s next annual shareholders’ meeting or August 25,
2019; or
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if the next annual shareholders’ meeting is held before February 21, 2019, then the Company
must evidence compliance no later than February 21, 2019.
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The Board has nominated for election at the
next annual shareholders’ meeting to be held on December 27, 2018, a new independent director who satisfies the applicable
requirements of the Nasdaq Listing Rules to serve on the Company’s Board and Audit Committee.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements 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, including without limitation statements containing
the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”,
“anticipate”, “intend”, “expect” and similar expressions. All statements other than statements
of historical fact included in this communication are forward-looking statements.
Such forward-looking statements are based on
a number of assumptions. Although the Company’s management 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 ability of the Company to regain compliance with
the Nasdaq rules) may differ significantly 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 include, among other things, risks and uncertainties relating to plans for regaining
compliance with the Nasdaq rules and the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2018 and other
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 the Company’s
current expectations and the Company 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.