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:
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).
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 8.01
OTHER EVENTS
This Current Report
on Form 8-K is being filed by Helios and Matheson Analytics Inc. (the “Company”, “we”, “our”
and “us”) to update and supplement the proxy statement sent to our stockholders on September 26, 2018 relating to the
upcoming special meeting of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time.
On October 15, 2018,
we issued a press release announcing that Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC have both recommended
that our stockholders vote “FOR” the proposed reverse stock split and the other proposal set forth in our proxy statement
for the upcoming special meeting of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time. Attached hereto as Exhibit
99.1, and incorporated herein by reference, is a copy of the press release.
Cancellation of June Notes and Reduction
in Potential Dilution
As of October 4, 2018,
all of the convertible notes we issued in June 2018 (the “June Notes”) have been cancelled. As disclosed in the proxy
statement, over approximately 4.2 billion shares would have been issuable upon conversion of the June Notes, if we had obtained
stockholder approval for the issuance of these shares. As a result of the cancellation of the June Notes, no shares are issuable,
or required to be reserved for issuance, upon conversion of the June Notes.
Reduction in Number of Shares Required
to be Reserved
In addition to the
cancellation of the June Notes, the number of shares of our common stock required to be reserved for issuance under the remaining
outstanding convertible notes we issued in November 2017 (the “November Notes”) and January 2018 (the “January
Notes”) was reduced to 100% and 125%, respectively, of the maximum number of shares of our common stock issuable upon conversion
of the November Notes and the January Notes.
As disclosed in
the proxy statement, we were previously required to reserve approximately 5.3 billion shares of our common stock for issuance under
the November Notes, the January Notes and the June Notes. As a result of the cancellation of the June Notes and the reduction of
the reserve requirements under the November Notes and the January Notes, as of October 11, 2018, we are currently only required
to reserve approximately 2.8 billion shares of our common stock for issuance under the November Notes and the January Notes.
As of October 11,
2018, the November Notes and the January Notes had an aggregate of approximately $18.9 million and $27.4 million, respectively,
in restricted principal outstanding, and there is no unrestricted principal outstanding. All of the approximate 2.5 billion shares
that are issuable under the November Notes and the January Notes represent shares issuable upon conversion of restricted principal
under such Notes. The restricted principal may not, as of the date of this Form 8-K, be converted into any shares of our common
stock. However, to the extent holders of the Notes provide additional payments to us under the corresponding investor notes, an
amount equal to such payment will become unrestricted principal under the Notes that may be converted into our common stock at
the election of the holders of the Notes. The number of shares issuable upon conversion of the November Notes and the January Notes
is based on a current conversion price of $0.02 per share as of the date of this Form 8-K (subject to adjustment as provided in
the November Notes and the January Notes).
As of October 14,
2018, approximately 1.5 billion shares of our common stock were outstanding and 20,500 shares of Preferred Stock were outstanding.
Increase in Fees of Proxy Solicitation
Firm
We have retained the
services of Georgeson LLC to assist in the solicitation of proxies at a cost of approximately $49,000, plus reimbursement of certain
expenses.
Supplemental Disclosures
The supplemental information
contained in this Form 8-K should be read in conjunction with the proxy statement, which should be read in its entirety. If you
have not already submitted a proxy for use at the special meeting since the distribution of the proxy statement, you are urged
to do so promptly.
This Form 8-K does
not affect the validity of any proxy card or voting instructions that stockholders may have previously received or delivered following
the distribution of the proxy statement. If you have already submitted a proxy for use at the special meeting, subject to any rules
your bank, broker or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the
special meeting. You may change your voting instructions as follows:
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Stockholders of record.
If you
are a stockholder of record, you may change your vote by (1) filing with our Secretary, prior to your shares being voted at the
special meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy
relating to the same shares, or (2) attending the Special Meeting and voting in person (although attendance at the Special Meeting
will not, by itself, revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Secretary
prior to the taking of the vote at the special meeting. Such written notice of revocation or subsequent proxy card should be hand
delivered to our Secretary at the special meeting or should be sent so as to be delivered, prior to the date of the special meeting,
to our principal executive office, Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New York 10118, Attention: Stuart
Benson, Secretary.
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Beneficial owners.
If you are a
beneficial owner of shares, you may change your vote (1) by submitting new voting instructions to your bank, broker or other nominee,
or (2) if you have obtained, from the bank, broker or other nominee who holds your shares, a legal proxy giving you the right to
vote the shares, by attending the special meeting and voting in person. Your bank, broker or other nominee can provide you with
instructions on how to change your vote.
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Via internet or by telephone.
In
addition, a stockholder of record or a beneficial owner who has voted via the internet or by telephone may also change his, her
or its vote by making a subsequent and timely internet or telephone vote prior to the date of the special meeting.
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No action is required
by any stockholder who has previously delivered a proxy or voting instructions following the distribution of the definitive proxy
statement and who does not wish to revoke or change that proxy or voting instructions.
Additional Information
The definitive proxy
statement related to the Special Meeting was mailed to stockholders of record as of September 14, 2018. Stockholders may obtain
free copies of the Company’s definitive proxy statement, any amendments to the proxy statement and its other filings with
the SEC electronically by accessing the SEC’s home page at http://www.sec.gov. Copies can also be obtained, free of charge,
upon written request to Helios and Matheson Analytics Inc., Empire State Building, 350 Fifth Avenue, Suite 7520, New York, New
York 10118, Attention: Stuart Benson, Secretary.
BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS
FILED WITH THE SEC, AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE PROPOSED REVERSE STOCK SPLIT.
Participation in Solicitation
The Company and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of the
Company in connection with the special meeting. Information about those directors and executive officers of the Company, including
their ownership of the Company’s securities, is set forth in the Company’s definitive proxy statement and its annual
report on Form 10-K for the year ended December 31, 2017, which the Company filed with the SEC on April 17, 2018. Investors and
security holders may obtain additional information regarding the direct and indirect interests of the Company and its directors
and executive officers in the special meeting proposal by reading the proxy statement and other public filings referred to above.
ITEM 9.01 FINANCIAL STATEMENT
AND EXHIBITS
(d)
Exhibits
Exhibit No.
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Description
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99.1*
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Press Release issued on October 15, 2018
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* Filed herewith.
SIGNATURES
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.
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HELIOS AND MATHESON ANALYTICS INC.
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Date: October 15, 2018
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By:
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/s/ Theodore Farnsworth
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Theodore Farnsworth
Chief Executive Officer
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Exhibit 99.1
HMNY
Contact:
The
Pollack PR Marketing Group
Stephanie
Goldman/Mark Havenner, 310-556-4443
sgoldman@ppmgcorp.com
/
mhavenner@ppmgcorp.com
Leading
Independent Proxy Advisory Firms ISS and Glass Lewis
Recommend Helios and Matheson Analytics Inc. Stockholders Vote
“FOR”
the Proposed Reverse Stock Split and Related Proposal
NEW
YORK, October 15, 2018 –– Helios and Matheson Analytics Inc. (NASDAQ: HMNY)
(“Helios”) today announced
that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis &
Co., LLC (“Glass Lewis”) have both recommended that Helios’s stockholders vote “
FOR
”
the proposed reverse stock split and the other proposal set forth in Helios’s proxy statement for the upcoming special meeting
of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time.
ISS
and Glass Lewis are widely recognized as leading independent voting and corporate governance advisory firms. Their analysis and
recommendations are relied on by many major institutional investment firms, mutual funds and fiduciaries throughout North America.
In
its report, ISS stated, among other things, that
1
: “A vote FOR [the proposal to approve the reverse stock split]
is warranted given that the reverse stock split may enable Helios to maintain listing of its common stock on the Nasdaq Capital
Market. Furthermore, the effective increase in the number of authorized shares would enable Helios to satisfy reserve requirements
under certain convertible notes.” Also, in its report, Glass Lewis stated, among other things, that
1
: “We
agree with the board that it is in the best interest of the Company to reduce the number of shares outstanding and thereby attempt
to proportionally raise the per share price of the Company’s common stock.”
Helios
presented the reverse stock split proposal to regain compliance with the Nasdaq Capital Market $1.00 minimum bid price requirement.
If the proposal is not approved, Helios believes that its common stock will be subject to delisting from the Nasdaq Capital Market,
which would adversely impact the liquidity and marketability of its common stock. Commenting on the proxy advisors’ recommendations,
Theodore Farnsworth, Chief Executive Officer of Helios, stated: “The ISS and Glass Lewis recommendations are consistent
with our view that maintaining Helios’s listing on Nasdaq is in the best interests of Helios and its stockholders.”
ISS
and Glass Lewis are independent proxy advisory firms and do not have any business relationship with Helios. Helios did not engage
or compensate either firm for their analysis or recommendations.
1
Permission to use quotation neither sought nor obtained.
Helios’s
stockholders are urged to vote as ISS and Glass Lewis recommend by voting “
FOR
” the proposed reverse
stock split and the other proposal set forth in the proxy statement dated September 26, 2018, a copy of which has been provided
to Helios’s stockholders of record as of September 14, 2018. Stockholders with questions may contact Helios’s proxy
solicitation firm, Georgeson LLC, at (888) 666-2594.
Stockholders
who have already voted and want to change their vote can update their vote at
any time – the most recently cast votes become
what is recorded.
How
to Vote
Whether
you hold shares directly as the stockholder of record or you are a beneficial owner as of September 14, 2018, you may direct how
your shares are voted without attending the special meeting. If you are a stockholder of record as of September 14, 2018, you
may vote in-person at the special meeting or by proxy as follows:
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Vote
by Internet.
You can vote via the internet at www.investorvote.com/HMNY or you may
scan the QR code on the proxy card with your smartphone and, once you are at the website,
follow the online instructions. You will need information from your proxy card to vote
via the internet. Internet voting is available 24 hours a day. Proxies submitted by the
internet must be received by 11:59 p.m. Eastern time on the day before the special meeting.
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Vote
by Telephone.
You can vote by telephone by calling the toll-free telephone number
1-800-652-VOTE (8683). You will need your proxy card to vote by telephone. Telephone
voting is available 24 hours a day. Proxies submitted by telephone must be received by
11:59 p.m. Eastern time on the day before the special meeting.
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Vote
by Mail.
You can vote by marking, dating and signing your name exactly as it appears
on the proxy card you received, and returning it in the postage-paid envelope provided.
Please promptly mail your proxy card to ensure that it is received prior to the closing
of the polls at the special meeting.
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If
your shares are held in the name of a bank, broker or other nominee, you should have received the proxy statement and voting instructions,
which include the following, from your bank, broker or other nominee:
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Vote
by Internet.
You can vote via the internet by following the instructions on the Voting
Instruction Form provided to you. Once there, follow the online instructions. Internet
voting is available 24 hours a day.
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Vote
by Telephone.
You can vote by telephone by calling the number provided on your Voting
Instruction Form. Telephone voting is available 24 hours a day.
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Vote
by Mail.
You can vote by marking, dating and signing your name exactly as it appears
on the Voting Instruction Form, and returning it in the postage-paid envelope provided.
Please promptly mail your Voting Instruction Form to ensure that it is received prior
to the closing of the polls at the special meeting.
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If
you hold shares of Helios’s common stock in multiple accounts, you should vote your shares as described in each set of proxy
materials you receive. Helios highly recommends stockholders vote electronically or by phone without delay. Please have your proxy
card with you while voting.
Stockholders
who still need assistance voting their shares, or have questions regarding the special meeting, please contact Helios’s
proxy solicitation firm, Georgeson LLC, by telephone at (888) 666-2594.
Additional
Information
The
definitive proxy statement related to the Special Meeting was mailed to stockholders of record as of September 14, 2018. Stockholders
may obtain free copies of Helios’s definitive proxy statement, any amendments to the proxy statement and its other filings
with the Securities and Exchange Commission (the “SEC”) electronically by accessing the SEC’s home page at http://www.sec.gov.
Copies can also be obtained, free of charge, upon written request to Helios and Matheson Analytics Inc., Empire State Building,
350 Fifth Avenue, Suite 7520, New York, New York 10118, Attention: Stuart Benson, Secretary.
BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE DEFINITIVE PROXY STATEMENT
AND ANY AMENDMENTS FILED WITH THE SEC, AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
HELIOS AND THE PROPOSED REVERSE STOCK SPLIT.
Participation
in Solicitation
Helios
and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders
of Helios in connection with the special meeting. Information about those directors and executive officers of Helios, including
their ownership of Helios’s securities, is set forth in Helios’s definitive proxy statement and its annual report
on Form 10-K for the year ended December 31, 2017, which Helios filed with the SEC on April 17, 2018. Investors and security holders
may obtain additional information regarding the direct and indirect interests of Helios and its directors and executive officers
in the special meeting proposal by reading the proxy statement and other public filings referred to above.
About
Helios and Matheson Analytics
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. Helios currently owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc.,
the nation’s premier movie-theater subscription service, 100% of the outstanding equity interests of MoviePass Ventures
LLC, and 51% of the outstanding equity interests of MoviePass Films LLC. Helios’ holdings include RedZone Map™, a
safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety
map app that enhances mobile GPS navigation using advanced proprietary technology. Helios also owns Moviefone, the entertainment
information and marketing service which helps provide visitors with search and discovery. Helios 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 Inc.
MoviePass
Inc. (“MoviePass”) is a marketing technology platform enhancing the exploration of film and the moviegoing experience.
As the nation’s premier movie-theater subscription service, MoviePass provides film enthusiasts the ability to attend select movies
in theaters. The service, now accepted at more than 91% of theaters across the United States, is the nation’s largest theater
network. Visit us at moviepass.com.