Item
8.01. Other Matters.
On
October 17, 2017, in connection with the proposed acquisition by Helios and Matheson Analytics Inc. (“Helios”) of
a majority interest in MoviePass Inc. (“MoviePass”), subject to certain conditions, including the approval of the
transaction by Helios’ stockholders (the “MoviePass Transaction”), MoviePass posted a company presentation regarding
its business and the MoviePass Transaction. The presentation is available on MoviePass’ website at www.moviepass.com, is
attached as Exhibit 99.1 and is incorporated herein by reference.
Cautionary
Statement on Forward-looking Information
Certain
information in this communication contains “forward-looking statements” about Helios 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 Helios’ acquisition of a controlling interest in MoviePass, (ii) the time frame in which
such acquisition is expected to occur, (iii) the expected benefits to Helios and MoviePass from completing the acquisition and
(iv) 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 Helios, 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 management of Helios and MoviePass 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 Helios and MoviePass are described in the Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on October 11, 2017, in Helios’ Annual Report on Form
10-K for the fiscal year ended December 31, 2016 and other Helios 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 Helios’ and MoviePass’ current expectations and Helios 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.
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.
Important
Additional Information
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication relates to the MoviePass Transaction, which will become the subject of a proxy statement
to be filed with the SEC by Helios, and may be deemed to be solicitation material in respect of the MoviePass Transaction. This
document is not a substitute for the proxy
statement that Helios will file with the SEC or any other documents that
Helios may file with the SEC or transmit to stockholders in connection with the MoviePass Transaction. Before making any voting
decision, investors and security holders are urged to read the proxy statement and all other relevant documents filed or that
will be filed with the SEC in connection with the MoviePass Transaction as they become available because they will contain important
information about the proposed transaction and related matters. Investors and security holders will be able to obtain free copies
of the proxy statement and all other relevant documents filed or that will be filed with the SEC by Helios through the website
maintained by the SEC at www.sec.gov.
In
addition, investors and security holders will be able to obtain free copies of the proxy statement, once it is filed, from Helios
by accessing Helios’ website at www.hmny.com or upon written 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.
Participants
in the Solicitation
Helios,
MoviePass and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Helios’ stockholders in connection with the MoviePass Transaction. Information regarding Helios’ directors and
executive officers is contained in its 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. You can obtain a free
copy of these documents at the SEC’s website at www.sec.gov or by accessing Helios’ website at www.hmny.com. Additional
information regarding the interests of those persons and other persons who may be deemed participants in the MoviePass Transaction
may be obtained by reading the proxy statement regarding the MoviePass Transaction, when it becomes available. You may obtain
free copies of this document as described in the preceding paragraph.