HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

On May 18, 2017, Helios and Matheson Analytics Inc. (the Company)
entered into an Amended and Restated License Agreement (the
Agreement) with Is It You Ltd., an Israeli company (Licensor),
which is engaged in developing and marketing software that
enables face recognition authentication and verification of users
on mobile smartphones. to the Agreement, the Company was granted
a perpetual, non-transferable, non-sublicensable, non-exclusive
right and license (a) to integrate the licensed software with the
Companys RedZone Map family of products, applications, and
services (the RedZone Apps) to create integrated service
offerings that integrate and/or incorporate the licensed software
with the RedZone Apps (the Integrated Offerings); (b) to
commercialize, distribute, and sell the Integrated Offerings to
customers worldwide; (c) to use the licensed software internally
to create a non-commercial lab/testing environment; and (d) to
use the licensed software to provide maintenance and support
services to customers of the Integrated Offerings.

to the Agreement, Licensor agreed to not license, sell or
transfer the licensed software to any third party that wishes to
integrate the licensed software with applications that compete
with the Companys Integrated Offerings relating to crime and
terrorism mapping applications.

In consideration of the license, the Company shall pay Licensor a
one-time license fee in the amount of $** (the License Fee) for
up to 1.6 million end-user licenses (the License Fee). In
addition, (i) in the event that the Company exceeds 1.6 million
users of the Integrated Offerings, it shall pay Licensor an
additional one-time license fee of $** for up to an aggregate of
20 million end-user licenses; (ii) in the event that the Company
exceeds 20 million users of the Integrated Offerings, it shall
pay Licensor an additional one-time license fee of $** for up to
an aggregate of 100 million end-user licenses; and (iii) in the
event the Company exceeds 100 million users of the Integrated
Offerings, it will negotiate with Licensor the additional
compensation to be paid to Licensor.

Under the Agreement, at no additional charge, Licensor will
provide professional services for a 30-day period in connection
with the installation, testing and integration of the licensed
software. Licensor will also provide maintenance and support
services for the licensed software, including providing updates
and enhancements and assisting with identifying and correcting
errors. The License Fee includes maintenance and support during
the first year of the Agreement. Beginning with the first
anniversary of delivery of the licensed software, the Company
will pay Licensor an annual maintenance fee which shall be **.

The Agreement has an initial term of 5 years and shall be
automatically renewed for additional one-year terms unless either
party gives the other party 60 days advanced notice of
termination prior to the expiration of the then-current term.
Except for termination of the Agreement by Licensor for breach by
the Company, notwithstanding any termination or expiration of the
Agreement, (i) the perpetual license shall remain in effect; and
(ii) the Company shall have the right to order and Licensor shall
have the obligation to provide annual support services at the
price set forth in the Agreement for up to 5 years from the
effective date of termination. The Agreement may be terminated at
any time by either party (i) if the other party materially
breaches the Agreement and continues in such breach for 30 days
after receiving notice from the non-breaching party; or (ii) for
a period of 90 consecutive days, the other party is declared to
be insolvent or is the subject of bankruptcy or liquidation
proceedings, or has a receiver, judicial administrator or similar
officer appointed over all or any material part of its assets, or
any security holder or encumbrance lawfully takes possession of
any property of or in possession of the other party, or if the
other party ceases to carry on its business.

The Agreement also includes certain customary representations and
warranties and indemnification obligations of each party.

The description of the Agreement herein is not complete and is
qualified by the full text of such Agreement, which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.

** Information omitted to a Confidential Treatment Request filed
with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

On May 23, 2017, the Company issued a press release announcing
its entry into the Agreement. A copy of the press release is
furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit
99.1 hereto, shall not be deemed filed for purposes of Section 18
of the Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing made under the
Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such filing.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits

* Filed herewith.

** Furnished herewith

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: May 23, 2017

Exhibit Index

About HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY)

Helios and Matheson Analytics Inc. is an information technology services company. The Company offers its clients a suite of services of predictive analytics with technology. The Company provides offerings in the areas of application value management, application development, integration, independent validation, infrastructure and information management, and analytics services. The Company offers an integrated service of Big Data technology, analytics, domain knowledge in the areas of financial services and healthcare, including data visualization. The Company’s clients operate in a range of industries with a concentration in the banking, financial services, insurance and healthcare industries.

HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Recent Trading Information

HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) closed its last trading session down -0.04 at 2.45 with 19,300 shares trading hands.