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.
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the full release here:
https://www.businesswire.com/news/home/20181015005535/en/
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. (Photo: Business Wire)
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, that1: “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, that1: “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.
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:
- 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.
- 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.
- 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.
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:
- 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.
- 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.
- 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.
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.
Cautionary Statement on Forward-looking Information
Certain statements in this communication contain forward-looking
statements 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, including without limitation statements containing the
words “believe”, “may”, “plan”, “will”, “estimate”, “continue”,
“anticipate”, “intend”, “expect” and similar expressions. All
statements other than statements of historical fact included in
this communication are forward-looking statements.
Such forward-looking statements are based on a number of
assumptions. Although Helios’ management believes 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 (including, without limitation, the
ability of Helios to regain compliance with the Nasdaq rules
through the proposed reverse stock split) may differ significantly
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 include, among other things: risks and uncertainties
relating to plans for regaining compliance with the Nasdaq rules,
including whether the proposed reverse stock split has the
potential to increase the market price of the common stock of
Helios so that Helios may be able to satisfy Nasdaq’s $1.00 minimum
bid price requirement; the long- and near-term effect of the
reverse stock split on the market price of the common stock of
Helios and the total market capitalization of Helios; Helios’
capital requirements and whether or not it will be able to raise
capital as needed; Helios’ ability to satisfy other Nasdaq listing
criteria deficiencies; whether Nasdaq may conclude the delisting of
Helios’s common stock is in the public interest; the ability to
attract brokers and investors who do not trade in lower priced
stocks; and the risk factors described in Helios’ Annual Report on
Form 10-K for the fiscal year ended December 31, 2017, its
quarterly report on Form 10-Q for the quarter ended June 30, 2018
and other 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’ 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.
1 Permission to use quotation neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20181015005535/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie
Goldman/Mark Havenner, 310-556-4443sgoldman@ppmgcorp.com /
mhavenner@ppmgcorp.com
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