If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
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Names
of Reporting Persons
Theodore Farnsworth
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IRS Identification Nos. of Above Persons (Entities Only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
(b) ☐
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3.
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SEC Use Only
|
|
4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
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United States
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Number
of Shares Beneficially Owned by Each Reporting Person With:
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7.
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Sole
Voting Power
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4,543,255
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8
.
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Shared
Voting Power
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0
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9
.
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Sole
Dispositive Power
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4,543,255
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10.
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Shared
Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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4,543,255
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row (11)
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17.3%
(1)
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14.
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Type of Reporting Person (See Instructions)
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IN
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(1) Based on 23,481,253 shares of common stock outstanding as of December 28, 2017, as reported to the
Company by the Company’s stock transfer agent, plus 2,803,255 shares of common stock that the Company may issue to the reporting
person within 60 days.
Explanatory
Note
This
Amendment No. 3 (this “Amendment No. 3”) to the statement on Schedule 13D is being filed by the reporting person and
amends the Schedule 13D filed with the Securities and Exchange Commission on December 9, 2016, as previously amended by Amendment
No. 1 filed on January 26, 2017 and Amendment No. 2 filed on November 16, 2017 (as amended, the “Original Filing”),
and relates to the shares of common stock, par value $0.01 per share, of Helios and Matheson Analytics Inc. (the “Company”).
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Original Filing is hereby amended and supplemented as follows:
On
December 10, 2017, the Company’s Board of Directors approved, and on December 11, 2017 the Company and the reporting person
entered into, an employment agreement pursuant to which the reporting person was granted an aggregate 2,053,255 shares of the
Company’s common stock (the “Compensation Shares”). The grant of the Compensation Shares is subject to approval
by the Company’s shareholders to the extent required by the Listing Rules of The Nasdaq Stock Market, including Listing
Rule 5635(c). The Company anticipates seeking shareholder approval during the first half of 2018.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Filing is hereby amended and supplemented as follows:
Assuming
that the Company’s shareholders approve the grant of the Compensation Shares to the reporting person, the reporting person
will beneficially own an aggregate 4,543,255 shares of the Company’s common stock which, following the issuance of the Compensation
Shares and the issuance of a total of 750,000 shares of common stock that may be issued within 60 days of December 28, 2017, will
represent approximately 17.3% of the Company’s outstanding common stock.
On
December 15, 2017 the Company sold, in a public offering made pursuant to Form S-3 registration statements, numbers 333-212550
and 333-222-015, Series A Units consisting of 8,261,539 shares of common stock together with Series A Warrants for the purchase
of 8,261,539 shares of common stock and Series B Units consisting of a pre-funded Series B Warrant for the purchase of 969,230
shares of common stock and Series A Warrants for the purchase of 969,230 shares of common stock. A purchaser of Series B Units
exercised the pre-funded Series B Warrant and purchased an aggregate of 969,230 shares of common stock. As a result of the Company’s
issuance of 9,230,769 shares of common stock on December 15, 2017, the reporting person’s percentage ownership is 17.3%
as of December 28, 2017.
The
reporting person has not sold, transferred or otherwise disposed of any shares of the Company at any time.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On
December 11, 2017, the Company and the reporting person entered into an Employment Agreement that included the following provisions:
Annual
Bonus.
For 2017, the reporting person will receive a year-end cash bonus in the amount of $350,000 and an award of 53,255
shares of the Company’s common stock which shall vest on February 15, 2019, which have a value of $450,000, as determined
by the last closing price of the common stock preceding the grant date (December 10, 2017). For each subsequent year of the term,
the reporting person will receive an annual bonus, made up of cash and shares of the Company’s common stock, as determined
in the sole discretion of the Board based on its assessment of Company and individual performance in relation to performance targets,
a subjective evaluation of the reporting person’s performance or such other criteria as may be established by the Board.
The annual cash target bonus will be 25% of the reporting person’s base salary and the annual award of shares of the Company’s
common stock will have a value equal to 200% of his base salary, also determined by the closing price of the common stock on the
grant date. Shares of common stock granted to the reporting person in each subsequent year of the term will vest ratably at the
end of each of the six calendar quarters subsequent to the calendar quarter in which the grant is made.
Market
Capitalization Milestone Bonus.
The reporting person will receive a stock bonus based upon the Company’s achievement
of certain market capitalization milestones during the term of the agreement, as set forth in the table below. Each award of common
stock pursuant to a market capitalization milestone will vest upon the later of February 15, 2019 and the end of the applicable
three-month period following the applicable date of the grant. The Company’s market capitalization for each applicable milestone
and measurement period will be determined based on the market capitalization reported by Bloomberg LP.
|
Company Market Capitalization Milestone
|
|
Percentage
|
|
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$100,000,000
|
|
|
3
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%
|
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$150,000,000
|
|
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3
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%
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$200,000,000
|
|
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4
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%
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$250,000,000
|
|
|
4
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%
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$300,000,000
|
|
|
5
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%
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$350,000,000
|
|
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5
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%
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$400,000,000
|
|
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7
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%
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$450,000,000
|
|
|
7
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%
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$500,000,000
|
|
|
9
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%
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every additional $100,000,000 thereafter (cumulated with the applicable immediately preceding milestone)
|
|
|
10
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%
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Each
milestone above is a separate milestone for which the reporting person may earn the applicable percentage. The reporting person
will be entitled to earn the applicable percentage for each milestone only once.
Capital
Raise Bonus.
The reporting person will receive a one-time bonus of $1,000,000, payable no later than December 29, 2017, for
his efforts in bringing capital sources that have been critical to the Company’s needs during 2017. The reporting person
may, in his sole discretion, subject to the Company’s and the reporting person’s compliance with applicable legal
and regulatory requirements, elect to accept unregistered shares of common stock of the Company in lieu of the cash bonus described
above, valued based on the last closing price of the common stock on Nasdaq preceding the execution of the Employment Agreement.
Grant
of Common Stock.
In approving the Agreement, the Board approved the issuance of 2,000,000 shares of common stock to the reporting
person, which have a market value of $16,900,000 based on the last closing price of the common stock preceding the grant date
(December 10, 2017). The shares will vest in their entirety on February 15, 2019, which is 18 months following August 15, 2017,
the date on which the Company entered into a Securities Purchase Agreement with MoviePass Inc. (the “MoviePass SPA”).
Pursuant to the terms of the MoviePass SPA, the Company was required to enter into a 5-year employment agreement with the reporting
person prior to the closing of the acquisition transaction contemplated by the MoviePass SPA, which occurred on December 11, 2017.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
December 29, 2017
/s/ Theodore Farnsworth
Theodore
Farnsworth
5