Item 1.01
|
Entry into a Material Definitive Agreement.
|
Asset Purchase Agreement
On April 4, 2018, Helios and Matheson Analytics
Inc., a Delaware corporation (“
HMNY
”), entered into an Asset Purchase Agreement (the “
Purchase Agreement
”)
with Oath Inc. (formerly, AOL Inc.), a Delaware corporation and subsidiary of Verizon Communications (“
Oath
”),
pursuant to which HMNY completed the acquisition from Oath of certain products, rights, technology, contracts, equipment, data
and other assets related to the “Moviefone” brand (the “
Moviefone Assets
”). The purchase price for
the transaction consisted of the following: (a) $1.0 million in cash, (b) the issuance of 2,550,154 shares of common stock of HMNY
(the “
Closing Shares
”), and (c) the issuance of warrants (the “
Closing Warrants
”) to purchase
2,550,154 shares of common stock of HMNY at an exercise price of $5.50 per share (the “
Warrant Shares
,” and
together with the Closing Warrants and the Closing Shares, the “
Closing Securities
”). In addition, pursuant
to the Purchase Agreement, HMNY assumed certain specified liabilities related to the Moviefone Assets. The Purchase Agreement contains
customary representations, warranties, covenants, and indemnification provisions. In connection with the Purchase Agreement, HMNY
and Oath also entered into a Lock-up Agreement, Registration Rights Agreement, Transition Services Agreement (the “
Services
Agreement
”), Advertising Representative Agreement (the “
Representative Agreement
”), and other ancillary
agreements (together, the “
Transaction Documents
”).
Lock-up Agreement and Registration Rights
Agreement
The Closing Shares and the Closing Warrants were
issued subject to the Lock-up Agreement and the Closing Warrants were issued subject to the Registration Rights Agreement, each
of which the parties entered into contemporaneously with the Purchase Agreement. Pursuant to the Lock-up Agreement, Oath may not
sell, offer to sell, pledge, or otherwise transfer, dispose of, hedge, or swap, directly or indirectly, any of the Closing Securities
until April 4, 2019, subject to certain limited exceptions. Pursuant to the Registration Rights Agreement, HMNY is required to
cause the effectiveness of a registration statement covering the resale of the Warrant Shares, subject to certain limitations,
by April 4, 2019.
Transition Services Agreement
In connection with the Purchase Agreement,
HMNY entered into the Services Agreement, pursuant to which Oath agreed to provide transition services to HMNY related to the Moviefone
Assets. HMNY is obligated to pay Oath a fixed fee in connection with the performance of the applicable services, as well as reimburse
Oath for applicable pass-through expenses incurred by Oath. The Services Agreement will remain in effect until the later of the
(a) termination of all applicable services schedules or (b) July 3, 2018. HMNY also has the right to terminate any outstanding
services schedule at any time upon ten days’ notice to Oath.
Advertising Representative Agreement
In connection with the Purchase Agreement,
HMNY and MoviePass, Inc. (“
MoviePass
”), a Delaware corporation and majority-owned subsidiary of HMNY, entered
into the Representative Agreement with Oath, pursuant to which Oath will exclusively represent HMNY in the sale of advertising
on www.moviefone.com, and will represent MoviePass on a non-exclusive basis in managing the sale of advertising on www.moviepass.com.
Pursuant to the Representative Agreement, any future revenues will be shared between HMNY and MoviePass pursuant to negotiated
remuneration terms.