Item 5.03
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Amendment to Certificate of Incorporation;
Change in Fiscal Year.
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On June 25, 2018, the Company
filed an amended Certificate of Incorporation in the State of Delaware to designate 20,500 shares of preferred stock as Series
A Preferred Stock. The terms of the Series A Preferred Stock are set forth in the Certificate of Designations, which is filed as
Exhibit 3.1 to this Current Report and is incorporated herein by reference.
The following is a description of the Series
A Preferred Stock:
Dividends
The Series A Preferred Stock does not accrue
dividends.
Conversion
The Series A Preferred Stock is not convertible
into common stock.
Voting Rights
Each share of Series A Preferred Stock is entitled
to 3,205 votes per share on all matters on which holders of common stock are entitled to vote. However, the amount of votes with
respect to the Series A Preferred Stock held by any holder, when aggregated with any other voting securities of the Company held
by such holder, cannot exceed 19.9% of the Company’s outstanding voting power calculated as of June 21, 2018 (or such greater
percentage allowed by Nasdaq without any stockholder approval requirements).
Redemption
From and after the time when the first 15%
of the aggregate principal amount of any Convertible Notes is paid or converted in accordance with the terms of the Convertible
Notes, the Company will have the right to redeem all or a portion of the Series A Preferred Stock at a price per share equal to
$0.01, payable, at the Company’s option with cash or shares of common stock or, if required by certain beneficial ownership
limitations, rights to receive common stock.
Transfer
The shares of Series A Preferred Stock are transferable,
subject to limitations in the Buyer Voting Agreements and applicable securities laws.
Liquidation Preference
Upon any liquidation, dissolution or winding
up of the Company, the holders of the shares of Series A Preferred Stock will be entitled to receive in cash out of the assets
of the Company, before any amount is paid to the holders of any junior stock, including common stock of the Company, an amount
per share of Series A Preferred Stock equal to 100% of the stated value per share (which is equal to $1,000) plus $0.01.
The Certificate
of Designations also includes covenants restricting the Company’s ability to take certain actions without the approval of
at least a majority of the outstanding shares of the Preferred Stock.
Additional Information for Stockholders
of the Company about the Special Meeting and Where to Find It
The Company has filed with
the SEC a preliminary proxy statement and will furnish its stockholders with a definitive proxy statement in connection with the
Special Meeting and security holders of the Company are urged to read the proxy statement and the other relevant materials when
they become available because such materials will contain important information about the Company and its affiliates and the Special
Meeting. The proxy statement and other relevant materials (when they become available), and any and all other documents filed by
the Company 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 the Company’s filings from the Company’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 REVERSE SPLIT PROPOSAL.
Participants in the 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 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.