Current Report Filing (8-k)
April 18 2018 - 5:30PM
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):
April 18, 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
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(Commission File Number)
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(IRS Employer
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of incorporation)
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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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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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 April 18, 2018,
Helios and Matheson Analytics Inc. (the “Company” or “us” or “we”) entered into an Equity Distribution
Agreement (the “Sales Agreement”) with Canaccord Genuity LLC under which we may offer and sell shares of our common
stock having an aggregate offering price of up to $150,000,000 from time to time through Canaccord Genuity LLC, acting as sales
agent (the “Sales Agent”). The Company intends to use the net proceeds of the Offering to increase the Company’s
ownership stake in MoviePass Inc., its majority-owned subsidiary (“MoviePass”), or to support the operations of MoviePass
or MoviePass Ventures, LLC, a wholly owned subsidiary of the Company; to satisfy a portion or all of any amounts payable in connection
with the convertible notes issued on November 7, 2017 and January 23, 2018, to the extent that they remain outstanding; and for
general corporate purposes and transaction expenses. The proceeds may also be used for acquisitions.
Sales of our common
stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market” offering as defined
in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market, or any other
existing trading market for our common stock or to or through a market marker. The Sales Agent may also sell our common stock by
any other method permitted by law, including in privately negotiated transactions. The Sales Agent will use its commercially reasonable
efforts, consistent with its sales and trading practices, to solicit offers to purchase the common stock under the terms and subject
to the condition set forth in the Sales Agreement. We will pay the Sales Agent commissions, in cash, for its services in acting
as agent in the sale of our common stock. The Sales Agent will be entitled to compensation at a fixed commission rate of 5.0% of
the gross sales price per share sold.
We are not obligated
to make any sales of our common stock under the Sales Agreement and no assurance can be given that we will sell any shares under
the Sales Agreement, or if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will
take place. The Sales Agreement will terminate automatically upon the sale of all of our common stock subject to the Sales Agreement
or as otherwise permitted therein. We and the Sales Agent may each terminate the Sales Agreement at any time upon 10 days’
prior written notice.
All statements in this report that are not
historical facts should be considered “Forward Looking Statements” within the meaning of the “Safe Harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Some of the forward-looking statements can
be identified by the use of words such as “believe,” “expect,” “may,” “will,” “should,”
“seek,” “approximately,” “intend,” “plan,” “estimate,” “project,”
“continue” or “anticipates” or similar expressions or words, or the negatives of those expressions or words.
Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed circumstances, or any other reason, after the date of
this report.
Item 8.01 Other
Events.
On April 18, 2018, the
Company issued a press release announcing its entry into the Sales Agreement. A copy of the press release is filed as Exhibit
99.1 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.
Dated: April 18, 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: Theodore Farnsworth
Title: Chief Executive Officer
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