Current Report Filing (8-k)
January 26 2018 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 23, 2018
HELIOS
AND MATHESON ANALYTICS INC.
(Exact
name of Registrant as specified in charter)
Delaware
|
|
0-22945
|
|
13-3169913
|
(State
or other jurisdiction
|
|
(Commission
File Number)
|
|
(IRS
Employer
|
of
incorporation)
|
|
|
|
Identification
Number)
|
Empire
State Building
350
5
th
Avenue
New
York, New York 10118
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(212) 979-8228
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 (see General Instruction A.2 below).
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
|
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).
Emerging
growth company ☐
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
1.01
|
Entry
Into a Material Definitive Agreement.
|
The
information disclosed in Item 1.01 of the current report on Form 8-K of Helios and Matheson Analytics Inc. (the “Company”)
filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2018 (the “January 11, 2018
Report”) is incorporated by reference into this current report on Form 8-K (this “Current Report”). The documents
referenced below, namely the Securities Purchase Agreement, the Series A-1 Note, the Series B-1 Note, the Investor Note, the Note
Purchase Agreement, the Master Netting Agreement, the Guaranty and the Voting and Lockup Agreements are the same documents as
defined in the January 11, 2018 Report.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
On
January 23, 2018 (the “Closing Date”), pursuant to the Securities Purchase Agreement, dated as of January 11, 2018,
by and between the Company and an institutional investor (the “Buyer”), the Company completed the sale and issuance
of a Series A-1 Note and a Series B-1 Note to the Buyer in the aggregate principal amount of $25,000,000 and $35,000,000, respectively
(collectively, the “Notes”), for aggregate consideration in the amount of $60,000,000 received by the Company on the
Closing Date consisting of (i) a cash payment in the aggregate amount of $25,000,000, and (ii) a secured promissory note payable
by the Buyer to the Company (the “Investor Note”) in the aggregate principal amount of $35,000,000 (the “Financing”).
The maturity date of the Notes is January 23, 2020. The maturity date of the Investor Note is January 23, 2060. On the Closing
Date, in connection with the closing of the Financing:
|
●
|
the
Company issued the Notes;
|
|
●
|
the
Company and the Buyer entered into the Note Purchase Agreement, pursuant to which the Buyer issued the Investor Note;
|
|
●
|
the
Company and the Buyer entered into the Master Netting Agreement;
|
|
●
|
MoviePass
Inc. entered into the Guaranty in favor of the Buyer; and
|
|
●
|
Theodore
Farnsworth, the Chief Executive Officer and Chairman of the Board of the Company, and Helios & Matheson Information Technology
Ltd, of which Muralikrishna Gadiyaram, a director of the Company, is the chief executive officer, and its wholly-owned subsidiary,
Helios & Matheson Inc., who collectively own approximately 17% of the Company’s issued and outstanding common stock
as of the Closing Date, entered into the Voting and Lockup Agreements with the Company.
|
The
information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
The
information included in Item 2.03 of this Current Report is hereby incorporated by reference into this Item 3.02.
As
previously disclosed in the January 11, 2018 Form 8-K, Canaccord Genuity, Inc. (“Canaccord”) acted as placement agent
for the Financing. Canaccord is entitled to (1) $1,000,000 in placement agent cash compensation in connection with the sale of
the Series A-1 Note, and (2) four percent (4%) of gross proceeds received by the Company if and when the Buyer makes a cash payment
under the Investor Note.
In
addition, Palladium Capital Advisors, LLC (“Palladium”) is entitled to (1) a fee tail cash payment equal to
$1,000,000 and (2) a warrant to purchase 174,826 shares of common stock at an exercise price per share equal to $11.44, in connection with the purchase of the Series A-1 Note by the
Buyer. In addition, if and when the Company receives a cash payment from the Buyer under the Investor Note, Palladium will
receive (1) four percent (4%) of gross proceeds actually received by the Company, and (2) warrants to purchase shares of
common stock in an amount equal to eight percent (8%) of the number of shares of common stock into which such corresponding
amount of Unrestricted Principal (as defined in the Series B-1 Note) is initially convertible at $11.44, not including any
Make-Whole Amount (as defined in the Notes). Assuming all of the Restricted Principal (as defined in the Series B-1 Note),
initially $35,000,000, becomes Unrestricted Principal, Palladium will receive warrants to purchase up to 244,756 shares of
the Company’s common stock. The warrants to be issued to Palladium as described above are collectively referred to as the “Warrant”
and the shares under the Warrant are referred to as the “Warrant Shares”.
The
Notes, the shares of common stock issuable upon conversion of the Notes (the “Conversion Shares”), the Warrant and
the Warrant Shares were offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder. The Buyer represented to the Company
that such Buyer is an “accredited investor” as defined in Regulation D of the Securities Act and that the Notes and
the Conversion Shares are being acquired solely for such Buyer’s own account and for investment purposes and not with a
view to the future sale or distribution of any such securities by such Buyer. Appropriate legends were affixed to the Notes and
the Warrant and will be affixed to the Conversion Shares and the Warrant Shares upon issuance.
The
above discussion does not purport to be a complete description of the Warrant described in this Current Report and it is qualified
in its entirety by reference to the full text of such document, which is attached as an exhibit to this Current Report and is
incorporated herein by reference.
Item
9.01
|
Financial
Statements and Exhibits.
|
*
Filed herewith.
SIGNATURE
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.
Dated:
January 26, 2018
|
HELIOS
AND MATHESON ANALYTICS INC.
|
|
|
|
|
By:
|
/s/
Theodore Farnsworth
|
|
|
Theodore
Farnsworth
Chief
Executive Officer
|
EXHIBIT
INDEX
*
Filed herewith.
4
Helios and Matheson Anal... (CE) (USOTC:HMNY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Helios and Matheson Anal... (CE) (USOTC:HMNY)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Helios and Matheson Analytics Inc (CE) (OTCMarkets): 0 recent articles
More Helios & Matheson Analytics Inc. News Articles