Helios and Matheson Analytics Inc. (NASDAQ: HMNY) (“HMNY”)
announced today that, since August 15, 2017, it has received
aggregate gross cash proceeds of approximately $12.8 million from
the holder of its senior secured convertible notes, thereby
satisfying the $10 million financing condition to HMNY’s pending
acquisition of a majority stake in MoviePass Inc. (“MoviePass”),
which was announced in August 2017. HMNY also announced that it has
agreed to increase the purchase price for its stake in MoviePass
from $27 million to $28.5 million, which will increase its
ownership stake in MoviePass from 53% to 53.71% upon the closing of
the transaction. HMNY agreed to make the additional $1.5 million
investment in MoviePass for an additional 0.71% ownership stake
based on an agreed $210 million pre-money valuation of MoviePass.
In conjunction with the additional investment, MoviePass also
granted HMNY an option to purchase additional shares of MoviePass
common stock for $20 million in cash based on the agreed $210
million pre-money valuation of MoviePass, pursuant to an option
agreement, which, if exercised in full, would amount to an
additional 8.7% ownership stake in MoviePass as of the date of the
option agreement. If HMNY were to exercise the option in full prior
to the closing of the transaction, its total ownership stake in
MoviePass would be 62.41% as of the date of the option
agreement.
This press release features multimedia. View
the full release here:
http://www.businesswire.com/news/home/20171012005681/en/
Helios and Matheson Analytics Inc.
satisfies MoviePass transaction financing condition, increases
investment in MoviePass and acquires option for additional
investment in MoviePass (Photo: Business Wire)
In connection with increasing its investment commitment to
MoviePass, HMNY provided $6.5 million in cash to MoviePass on
October 6, 2017, consisting of an advance payment of $5 million
that would have otherwise been due within 90 days after closing the
acquisition transaction with MoviePass plus the additional $1.5
million investment amount, for which HMNY received an amended and
restated convertible promissory note of MoviePass in the amount of
$11.5 million, which superseded and replaced the $5 million
convertible promissory note issued by MoviePass to HMNY on August
18, 2017.
HMNY agreed to increase its MoviePass investment commitment and
acquired the additional MoviePass investment option after
evaluating the significant and rapid increase in the number of
MoviePass subscribers since MoviePass announced its new $9.95 per
month subscription fee on August 15, 2017 and the public’s interest
in the MoviePass monthly movie theater subscription service.
“I believe we are witnessing a major disruption in the movie
industry,” said Ted Farnsworth, Chairman and CEO of HMNY. “The
marketplace has responded, and we could not be more thrilled with
the new subscriber results of MoviePass.”
“There is much that MoviePass needs to do to make the customer
experience enjoyable and seamless,” said MoviePass CEO Mitch Lowe.
“We have scaled our operations beyond expectation and with further
investment from Helios and Matheson, we believe we can scale even
further. We are focused on innovating the movie theater experience
so that movie-goers, exhibitors, and the entire industry can thrive
beyond its current challenges. We are aiming to create a new era of
movie-going where independent films and blockbusters alike can
enjoy large and eager audiences in every theater, especially for
entertainment consumers who value subscription. This is not
innovation for innovation sake, we want to bring the film industry
into a new golden age.”
MoviePass, established in 2011, and now led by Netflix
co-founding senior executive Mitch Lowe, offers subscribers the
ability to purchase up to one movie ticket a day at most U.S. movie
theaters with no blackout days. Concurrent with the announcement of
HMNY’s transaction with MoviePass in August 2017, MoviePass lowered
its monthly subscription fee to $9.95, propelling a widespread and
dramatic national interest in the service and increased attendance
to movie theater exhibitors.
Key Transaction Details
HMNY will file with the U.S. Securities and Exchange Commission
(the “SEC”) a Current Report on Form 8-K with respect to its
satisfaction of the MoviePass transaction financing condition, its
additional investment in MoviePass and the additional investment
option that it acquired from MoviePass, as described in this press
release, together with certain risk factors regarding MoviePass
that it deems important to HMNY security holders (the “Current
Report”). The Current Report will be available for review at
www.sec.gov. The information in this press release is qualified in
its entirety by reference to such Current Report.
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ:HMNY) 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. Its holdings include RedZone Map™, a
safety and navigation app for iOS and Android users, a
community-based ecosystem that features a socially empowered safety
map app that enhances mobile GPS navigation using advanced
proprietary technology. Through TrendIt, HMNY has acquired
technology addressing crowd and migration patterns and consumer
behavior in real-time. The patented technology predicts population
behavior, along with a crowd's population size, origin and
destination. HMNY is headquartered in New York, NY and listed on
the Nasdaq Capital Market under the symbol HMNY. For more
information, visit www.hmny.com.
About MoviePass
MoviePass is a mobile technology company dedicated to enhancing
the exploration of cinema. As the nation's premier movie-theater
subscription service, MoviePass provides film enthusiasts the
ability to attend up to one new movie per day for a monthly
subscription fee of $9.95. The service, now accepted at more than
91% of theaters across the United States, is the nation's largest
theater network. For more information,
visit www.moviepass.com.
Additional Information for Stockholders of HMNY about the
Proposed Transaction between HMNY and MoviePass and Where to Find
It
HMNY plans to file with the SEC and furnish its stockholders
with a proxy statement in connection with the proposed transaction
with MoviePass and security holders of HMNY are urged to read the
proxy statement and the other relevant materials when they become
available because such materials will contain important information
about HMNY, MoviePass and their respective affiliates and the
proposed transaction. The proxy statement and other relevant
materials (when they become available), and any and all other
documents filed by HMNY with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov.
In addition, investors may obtain a free copy of HMNY's filings
from HMNY's website at www.hmny.com or by directing a request
to: Helios and Matheson Analytics Inc., Attn: Secretary, Empire
State Building, 350 Fifth Avenue, Suite 7520, New York, New York
10118, (212) 979-8228.
INVESTORS AND SECURITY HOLDERS OF HMNY ARE URGED TO READ THE
PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BETWEEN HMNY AND
MOVIEPASS.
Participants in the Solicitation
HMNY and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the security
holders of HMNY in connection with the proposed transaction between
HMNY and MoviePass. Information about those directors and executive
officers of HMNY, including their ownership of HMNY securities, is
set forth in the annual report on Form 10-K for the year ended
December 31, 2016, filed with the SEC on April 14, 2017, and its
definitive proxy statement on Schedule 14A filed with the SEC on
October 3, 2017. Investors and security holders may obtain
additional information regarding the direct and indirect interests
of HMNY and its directors and executive officers in the proposed
transaction by reading the proxy statement and other public filings
referred to above.
Cautionary Statement on Forward-looking Statements and Other
Information in this Press Release
Certain information in this communication contain
“forward-looking statements” about HMNY and MoviePass 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 Such forward-looking
statements include, without limitation, statements regarding (i)
the expected completion of HMNY’s acquisition of a controlling
interest in MoviePass, (ii) the time frame in which such
acquisition is expected to occur, (iii) the expected benefits to
HMNY and MoviePass from completing the acquisition and (iv) (iii)
MoviePass’ business and subscriber growth. Statements regarding
future events are based on the parties' current expectations and
are necessarily subject to associated risks related to, among other
things, the conditions to the closing of the acquisition may not be
satisfied, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
acquisition agreement between MoviePass and HMNY, MoviePass’
continuing need for additional financing, and general economic
conditions. Therefore, actual results may differ materially and
adversely from those expressed in any forward-looking
statements.
Such forward-looking statements are based on a number of
assumptions. Although the parties believe 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 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 the Current Report described above, in
HMNY’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2016 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 the parties' current
expectations and the parties do 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.
In particular, MoviePass’ $9.95 per month subscription pricing
model is new. There can be no assurance that the resulting rate of
increase in its subscribers will continue or be sustained.
Moreover, the increase in the number of MoviePass subscribers
provides no assurance that the MoviePass business model will lead
to profitability
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171012005681/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie
Goldman/Mark Havenner,
310-556-4443sgoldman@ppmgcorp.com/mhavenner@ppmgcorp.comorMoviePass
Contact:LaunchSquad for MoviePassGavin Skillman,
212-564-3665gavin@launchsquad.com
Helios and Matheson Anal... (CE) (USOTC:HMNY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Helios and Matheson Anal... (CE) (USOTC:HMNY)
Historical Stock Chart
From Sep 2023 to Sep 2024