Current Report Filing (8-k)
July 24 2018 - 7:31AM
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): July 23, 2018
HELIOS
AND MATHESON ANALYTICS INC.
(Exact
name of Registrant as specified in charter)
Delaware
|
|
0-22945
|
|
13-3169913
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
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
5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
July 23, 2018, Helios and Matheson Analytics Inc. (“we” or the “Company”) held a special meeting of stockholders.
At the special meeting, the stockholders approved, among other things, an amendment to our Certificate of Incorporation to increase
the number of authorized shares of common stock of the Company, par value $0.01 (the “Common Stock”), from 500,000,000
to 5,000,000,000 shares and to increase the total number of authorized shares of capital stock from 502,000,000 to 5,002,000,000
(the “Authorized Share Increase”). A Certificate of Amendment to the Certificate of Incorporation authorizing the
Authorized Share Increase was filed with the Secretary of State of the State of Delaware on July 23, 2018, and the Authorized
Share Increase became effective in accordance with the terms of the Certificate of Amendment upon filing with the Secretary of
State of the State of Delaware.
The
information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of
the Certificate of Amendment that effectuated the Authorized Share Increase, which is filed as Exhibit 3.1 hereto, and is incorporated
herein by reference.
ITEM
5.07
Submission of Matters to a Vote of Security Holders
On
July 23, 2018, we held a special meeting of stockholders. A total of 249,870,588 shares of our Common Stock and 20,500 shares
of our preferred stock (the “Preferred Stock”) were outstanding as of June 29, 2018, the record date for the special
meeting. For each share of Common Stock held as of the record date, the holder was entitled to one vote on each proposal to be
voted on. For each share of Preferred Stock held as of the record date, the holder was entitled to 3,205 votes on each proposal
that was voted on. However, the number of votes that a holder of Preferred Stock was entitled to cast on any matter to be voted
upon, when aggregated with any of our other voting securities held by such holder, could not exceed 19.9% of the number of shares
of Common Stock that we had outstanding as of June 21, 2018 immediately prior to the issuance of the Preferred Stock (or such
greater percentage allowed by Nasdaq without any stockholder approval requirements). Set forth below are the matters acted upon
at the special meeting and the final voting results on each matter as reported by our inspector of elections.
Proposal
One: Approval of the January Note Financing Proposal
Our
stockholders approved, to the extent required by Nasdaq Listing Rule 5635, the issuance of shares of Common Stock upon conversion
of the senior convertible notes issued to an institutional investor on January 23, 2018 in accordance with the terms of those
notes. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class on this proposal.
The results of the vote were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
|
|
119,351,558
|
|
14,812,661
|
|
1,200,007
|
|
-
|
Proposal
Two: Approval of the increase in number of shares of authorized Common Stock
Our
stockholders approved the amendment of our Certificate of Incorporation to increase the number of authorized shares of our Common
Stock from 500,000,000 to 5,000,000,000 and to increase the total number of authorized shares of capital stock from 502,000,000
to 5,002,000,000. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class;
holders of shares of Common Stock voted separately as a single class; and holders of shares of Preferred Stock voted separately
as a single class on this proposal. The results of the vote were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
|
|
196,917,480
|
|
68,169,681
|
|
1,139,921
|
|
130,862,856
|
|
Holders of Shares of Common Stock Voting Separately as a Single Class
|
|
131,214,980
|
|
68,169,681
|
|
1,139,921
|
|
130,862,856
|
|
Holders of Shares of Preferred Stock Voting Separately as a Single Class
|
|
65,702,500
|
|
-
|
|
-
|
|
-
|
|
Proposal
Three: Approval of the Reverse Stock Split
Our
stockholders approved the amendment of our Certificate of Incorporation to effect a one-time reverse stock split of our Common
Stock, at a ratio of 1 share-for-2 shares up to a ratio of 1 share-for-250 shares, such ratio to be selected by our Board of Directors
and set forth in a public announcement. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together
as a single class; and holders of shares of Preferred Stock voted separately as a single class on this proposal. The results of
the vote were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
|
|
198,328,505
|
|
66,647,989
|
|
1,250,588
|
|
130,862,856
|
Holders of Shares of Preferred Stock Voting Separately as a Single Class
|
|
65,702,500
|
|
-
|
|
-
|
|
-
|
Proposal
Four: Adjournment
Our
stockholders approved the adjournment of the special meeting, if necessary, to solicit votes on the above proposals if sufficient
votes to pass the proposals were not received in time for the special meeting. Holders of shares of Common Stock and holders of
shares of Preferred Stock voted together as a single class on this proposal. The results of the vote were as follows:
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
|
|
202,386,501
|
|
60,636,861
|
|
3,203,720
|
|
130,862,856
|
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURES
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.
|
HELIOS
AND MATHESON ANALYTICS INC.
|
|
|
|
Date: July 24, 2018
|
By:
|
/s/
Theodore Farnsworth
|
|
|
Theodore
Farnsworth
Chief
Executive Officer
|
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