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): September 13, 2019
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 5th 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
| N/A | N/A | N/A |
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 7.01 | REGULATION FD DISCLOSURE. |
On September 13, 2019, Helios and Matheson Analytics Inc. (the “Company” or “us” or “we”) issued a press release announcing that its board of directors has formed a strategic review committee, composed entirely of the Company’s independent directors, to identify, review and explore all strategic and financial alternatives for the Company, including a sale of the Company in its entirety, a sale of substantially all of the Company’s assets including MoviePass™, Moviefone™ and MoviePass Films™, a business reorganization or one or more other extraordinary corporate transactions, together with the assumption or settlement of the Company’s liabilities in connection with any of these alternatives.
The press release also announced that, effective September 14, 2019, MoviePass Inc. would be interrupting the MoviePass service for all subscribers while the Company continues its efforts to seek financing to fund its operations. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 13, 2019, the Company sent a letter to subscribers of the MoviePass service informing them of the interruption of the MoviePass service. A copy of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 13, 2019 | |
| 99.2 | Letter to Subscribers, dated September 13, 2019 |
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: September 13, 2019 | By: | /s/ Theodore Farnsworth |
|
Theodore Farnsworth Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Stephanie Goldman/Mark Havenner
The Pollack PR Marketing Group
(310) 556-4443
sgoldman@ppmgcorp.com/mhavenner@ppmgcorp.com
Board of Directors of
Helios and Matheson Analytics Inc. Forms
Strategic Review Committee
NEW YORK- September 13, 2019 – Helios and Matheson Analytics Inc. (the “Company” or “HMNY”) today announced that its board of directors has formed a strategic review committee (the “Committee”), composed entirely of the Company’s independent directors, to identify, review and explore all strategic and financial alternatives for the Company, including a sale of the Company in its entirety, a sale of substantially all of the Company’s assets including MoviePass™, Moviefone™ and MoviePass Films™, a business reorganization or one or more other extraordinary corporate transactions, together with the assumption or settlement of the Company’s liabilities in connection with any of these alternatives. The Company requests that all bona fide transaction proposals and expressions of interest be directed to the Committee at SRC@hmny.com. There can be no assurance that the Committee’s review process will result in any transaction.
In addition, on September 13, 2019, MoviePass™ notified its subscribers that it would be interrupting the MoviePass™ service for all its subscribers effective September 14, 2019, because its efforts to recapitalize MoviePass™ have not been successful to date. The Company is unable to predict if or when the MoviePass™ service will continue. The Company is continuing its efforts to seek financing to fund its operations. There can be no assurance that any such financing will be obtained or available on terms acceptable to the Committee.
About Helios and Matheson Analytics Inc.
Helios and Matheson Analytics Inc. currently owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc., 100% of the outstanding membership interests in MoviePass Ventures LLC, 51% of the outstanding membership interests in MoviePass Films LLC, and the Moviefone™ brand and service. HMNY’s holdings also include Zone Technologies, Inc., creator of RedZone Map™, a safety and navigation app for iOS and Android users. HMNY is headquartered in New York, NY. For more information, visit us at www.hmny.com.
Cautionary Statement on Forward-looking Information
Certain information in this communication contains “forward-looking statements” about HMNY and MoviePass Inc. within the meaning of the Private Securities Litigation Reform Act of 1995 or under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”), that may not be based on historical fact, but instead relate to future events. Forward-looking statements are generally identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. Such forward-looking statements include, without limitation, statements regarding the strategic review committee’s process and HMNY’s business and prospects. Statements regarding future events are based on HMNY’s current expectations and are necessarily subject to associated risks.
Such forward-looking statements are based on a number of assumptions. Although management of HMNY believes that the assumptions made and expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement contained herein will prove to be accurate. Actual results and developments may differ materially and adversely from those expressed or implied by the forward- looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects.
Some, but not all, of these risks include, among other things: HMNY’s and the Committee’s ability to identify, review and explore potential strategic and financial alternatives for HMNY; the availability of potential strategic and financial alternatives for HMNY on terms acceptable to HMNY and the Committee; HMNY’s ability to enter into or consummate any potential strategic and financial alternatives for HMNY identified by the Committee on terms acceptable to HMNY and the Committee; the unavailability of capital as and when needed, or on terms acceptable to HMNY and the Committee, to consummate any potential strategic and financial alternatives for HMNY identified by the Committee; the inability of HMNY and its subsidiaries to continue their operations absent additional financing; and the risk factors described in HMNY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its quarterly reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 (as amended), and subsequent current and periodic reports, information statements and registration statements filed with the U.S. Securities and Exchange Commission. You are cautioned to review such reports and other filings at www.sec.gov.
Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on HMNY’s current expectations and HMNY does not undertake an obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.
Contact:
The Pollack PR Marketing Group
Stephanie Goldman/Mark Havenner, (310) 556-4443
sgoldman@ppmgcorp.com/mhavenner@ppmgcorp.com
###
Exhibit 99.2
Dear MoviePass™ Subscribers,
Over the past several months, MoviePass™ worked hard to relaunch its groundbreaking subscription service and recapitalize the company. While we were able to relaunch the service for some of our subscribers with an improved technology platform, our efforts to recapitalize the company have not been successful to date. As a result, it pains us to inform you that effective at 8 a.m. E.T. on September 14, 2019, we must interrupt service for all current MoviePass™ subscribers. MoviePass™ will be providing subscribers with appropriate refunds for their period of service already paid for. Subscribers will not need to request a refund or contact MoviePass™ customer service to receive a refund. Subscribers will not be charged during the service interruption. At this point, we are unable to predict if or when the MoviePass™ service will continue.
We still deeply believe in the need for the MoviePass™ service in the marketplace, to maintain affordable access to theaters and provide movie lovers with choices of where to go to the movies. In August 2017, MoviePass™ began a transformation of the moviegoing industry by introducing its low monthly price subscription service. Since then, others in the industry have followed our lead. Now, as a result of this transformation, movie lovers throughout the United States have the ability to see movies in theaters using subscription services at prices they can actually afford, albeit with limited choices of theaters using those services. In the course of this industry transformation, MoviePass™ has experienced setbacks and challenges that are well known. Nevertheless, MoviePass™ remained committed to leading and competing in an industry that is resistant to outside competition and change. We believe that fostering competition and change in the moviegoing industry is critical to the satisfaction of the moviegoing public and filmmakers alike.
We thank you for your loyalty to MoviePass™ and sharing our vision for the industry. Although we do not currently know what the future holds for the MoviePass™ service, we hope to find a path that will enable us to continue the service in the future.
Sincerely,
Mitch Lowe