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<\/a>NEW YORK \u2013 Palladium Capital Advisors, LLC acted as a financial advisor in connection with the following offering.\u00a0On February 13, 2018, Helios and Matheson Analytics Inc. (the \u201cCompany\u201d) entered into an underwriting agreement (the \u201cUnderwriting Agreement\u201d) with Canaccord Genuity Inc., on behalf of itself and as representative of the underwriters named therein (the \u201cUnderwriters\u201d), to which the Company agreed to issue and sell to the Underwriters in a best-efforts underwritten public offering (the \u201cOffering\u201d) of up to approximately $105 million in gross proceeds of securities of the Company including (A) 7,425,000 Series A-1 units (the \u201cSeries A-1 Units\u201d), with each Series A-1 Unit consisting of (i) one share (the \u201cShares\u201d) of the Company\u2019s common stock, par value $0.01 per share (the \u201cCommon Stock\u201d), and (ii) one Series A-1 warrant to purchase one share of Common Stock (the \u201cSeries A-1 Warrants\u201d); and for those purchasers whose purchase of Series A-1 Units would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the Company\u2019s outstanding Common Stock following the consummation of the Offering, (B) 11,675,000 Series B-1 units (the \u201cSeries B-1 Units\u201d, and together with the \u201cSeries A-1 Units\u201d, the \u201cUnits\u201d), consisting of (i) one pre-funded Series B-1 warrant to purchase one share of Common Stock (the \u201cSeries B-1 Warrants\u201d, and together with the Series A-1 Warrants, the \u201cWarrants\u201d) and (ii) one Series A-1 Warrant. The Shares, Series A-1 Warrants and Series B-1 Warrants are immediately separable. The Units were sold at a price to the public equal to $5.50 per Unit. The Underwriters will purchase the Units from us at a price of $5.192 per unit, representing a 5.6% discount from the public offering price.<\/p>\nEach Warrant will be exercisable at any time on or after the issuance date until the five-year anniversary of the issuance date. Each Series A-1 Warrant will be exercisable at a price of $6.50 per share of Common Stock. Each Series B-1 Warrant will have an aggregate exercise price of $5.50 per share of Common Stock, all of which will be pre-funded except for a nominal exercise price of $0.001 per share of Common Stock. The Warrants will not be listed on The Nasdaq Capital Market or any other securities exchange.<\/p>\n
The Company expects to issue and deliver the securities sold in the Offering to the Underwriters against payment therefore on or about February 15, 2018, subject to the satisfaction of customary closing conditions. The Company expects to receive approximately $96,817,200 in net proceeds from the sale of the Units, after deducting underwriting discounts and commissions equal to $5,882,800 and estimated offering expenses of approximately $450,000 assuming no exercise of the Warrants. In addition, Palladium Capital Advisors, LLC acted as financial advisor in connection with the Offering and will receive a financial advisory fee equal to $1.9 million. The Company intends to use the net proceeds of the Offering to increase the Company\u2019s ownership stake in MoviePass Inc., its majority-owned subsidiary (\u201cMoviePass\u201d), 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 the amounts payable in connection with the convertible notes issued on August 16, 2017, November 7, 2017, and January 23, 2018, to the extent that they remain outstanding; and for general corporate purposes and transaction expenses.<\/p>\n
The exercise price of and number of shares of Common Stock underlying the Warrants are subject to adjustment upon the issuance by the Company of stock dividends, stock splits, and similar proportionately applied changes affecting the Company\u2019s outstanding common stock. In addition, the Series A-1 Warrants are subject to adjustment of the applicable exercise price then in effect, if, as of December 17, 2018 (the \u201cAdjustment Date\u201d), the quotient determined by dividing the (x) sum of the VWAP (as defined in the Series A-1 Warrant) of the Common Stock for each trading day during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the Adjustment Date, divided by (y) ten (10) (all such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period) (the \u201cAdjustment Price\u201d), is less than the applicable exercise price. If the Adjustment Price is less than the applicable exercise price as of the Adjustment Date, then the exercise price shall be automatically adjusted to be equal to the Adjustment Price.<\/p>\n
Holders of the Warrants shall be entitled to any purchase rights granted to Common Stock holders and the Company shall not enter into any fundamental transaction unless the successor entity assumes the obligations of the Company under the Warrants. Notwithstanding, in the event of a fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or substantially all of the Company\u2019s assets, tender offer or exchange offer, or reclassification of Common Stock, the Company or any successor entity will pay, at the holder\u2019s option, an amount of cash equal to the value of the Warrant as determined in accordance with the Black Scholes option pricing model and the terms of the Warrants. The terms of the Warrants prohibit a holder from exercising its Warrants if doing so would result in such holder (together with its affiliates and other persons acting as a group) beneficially owning more than 4.99%, or if elected by the holder, 9.99%, of the outstanding shares of Common Stock after giving effect to such exercise.<\/p>\n
If a registration statement relating to the issuance of the shares underlying the Warrants is not effective or available, the Warrants may be exercised on a cashless basis. No fractional shares of Common Stock will be issued in connection with the exercise of a Warrant. In lieu of a fractional share, the Company will round up to the next whole share.<\/p>\n
The Offering is being made to the Company\u2019s Registration Statement on Form S-3 (File No.333-222685), which was declared effective by the Securities and Exchange Commission (the \u201cSEC\u201d) on February 9, 2018. A preliminary prospectus supplement and the accompanying prospectus relating to the Offering was filed with the SEC on February 12, 2018, and a final prospectus supplement and the accompanying prospectus relating the Offering will be filed with the SEC no later than February 14, 2018.<\/p>\n
The Underwriting Agreement contains customary representations and warranties, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. In addition, to the terms of the Underwriting Agreement and related \u201clock-up\u201d agreements, the Company, each director and executive officer of the Company has agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of securities of the Company during the three-month period following the date of the Underwriting Agreement, or such persons are otherwise party to existing lock-up agreements with the Underwriters or the Company or the holders of its convertible notes.<\/p>\n
The Underwriting Agreement is included as an exhibit to this Current Report on Form 8-K (this \u201cCurrent Report\u201d) to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.<\/p>\n
The Underwriting Agreement, form of Series A-1 Warrant and form of Series B-1 Warrant are filed herewith as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. The foregoing description of the Underwriting Agreement, the Series A-1 Warrants and the Series B-1 Warrants does not purport to be complete and is qualified in its entirety by reference to such exhibits.<\/p>\n
The legal opinion, including the related consent, of Greenberg Traurig, LLP is filed as Exhibit 5.1 and 23.1 to this Current Report.<\/p>\n
This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company\u2019s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company\u2019s SEC filings.<\/p>\n
On February 12, 2018, the Company issued a press release announcing the commencement of the Offering. On February 13, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report and are incorporated herein by reference.<\/p>\n