ITEM 5.02 D
eparture
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On March 18, 2019, the
Board of Directors of Helios and Matheson Analytics Inc. (the “Company”) appointed Robert Damon, CPA to serve as interim
Chief Financial Officer and Secretary of the Company and Chief Financial Officer of MoviePass Inc., MoviePass Films LLC and MoviePass
Ventures, LLC, effective March 22, 2019. Mr. Damon, age 64, is a certified public accountant and currently President of Damon Strategic
Consulting, LLC, which he founded in 2016 to provide financial and operational advisory services to both public and privately held
businesses. Since January 2018, Mr. Damon has been working as a consultant to the Company through his position at Damon Strategic
Consulting, LLC. Prior to forming Damon Strategic Consulting, LLC in 2016, Mr. Damon was Senior Vice President, Chief Accounting
Officer of SFX Entertainment, Inc., a publicly traded growth company in the live entertainment and digital content businesses focused
primarily on the EDM (Electronic Dance Music) genre, a position he held from February 2013. While at SFX Entertainment, Mr. Damon
was instrumental in guiding the company through an IPO, other fundraising efforts and numerous acquisitions. Prior to joining SFX
Entertainment, Inc., Mr. Damon was the Vice President and Corporate Controller of Katz Media Group, Inc., a media representation
firm for radio, television and digital media clients, from 1995 until 2000 and Senior Vice President and Chief Financial Officer
until 2012. Mr. Damon began his career in public accounting with Ernst & Young in New York City from 1983 to 1991. Mr. Damon
received a Bachelor of Science degree in accounting from Long Island University.
Mr. Damon previously served
as Chairman of the board of directors of the Media Financial Managers Association, a nonprofit industry organization representing
financial and credit professionals from media and digital organizations. He currently serves as President and a member of the board
of directors of the Financial Executives International - Long Island Chapter. Mr. Damon is also a member of the American Institute
of Certified Public Accountants, the Institute of Management Accountants and the New York State Society of CPAs.
In connection with the
expansion of Mr. Damon’s duties and his appointment as interim Chief Financial Officer and Secretary of the Company and Chief
Financial Officer of MoviePass Inc., MoviePass Films LLC and MoviePass Ventures, LLC, Mr. Damon will receive a one-time cash retention
bonus of $60,000, of which $30,000 will be payable on March 22, 2019 and $30,000 will be payable on the date that is sixty (60)
days thereafter, so long as Mr. Damon continues to serve in such capacity at such time. Mr. Damon will continue to receive compensation
pursuant to the terms of an existing consulting agreement between the Company and Damon Strategic Consulting, LLC, which is wholly
owned by Mr. Damon. The consulting agreement renews on a month-to-month basis, unless terminated by either party with 10 business
days’ prior written notice. Under the consulting agreement, Damon Strategic Consulting, LLC was compensated $125 per hour
for services performed in January 2018, and $150 per hour for services performed after February 2018. In connection with Mr. Damon’s
appointment as interim Chief Financial Officer and Secretary of the Company and Chief Financial Officer of MoviePass Inc., MoviePass
Films LLC and MoviePass Ventures, LLC, the hourly rate under the consulting agreement will increase to $200, effective March 22,
2019. Damon Strategic Consulting, LLC received approximately $284,996 in the aggregate for services provided in 2018 and has earned
approximately $69,120 in the aggregate for services provided in 2019 as of the date hereof. As a consultant, Mr. Damon is not currently
eligible to participate in benefits generally offered to employees of the Company.
There is no arrangement
or understanding between Mr. Damon and any other person or entity pursuant to which Mr. Damon was selected as an officer of the
Company. There are no family relationships between Mr. Damon and any director or executive officer of the Company, and other than
as set forth above, Mr. Damon has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
