HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 5, 2018, Helios and Matheson Analytics Inc. (the “Company”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of authorized common stock from 100,000,000 to 500,000,000 shares (the “Charter Amendment”). Following stockholder approval of the Charter Amendment, a Certificate of Amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 8, 2018, at which time the Charter Amendment became effective.

The Charter Amendment is summarized in the Company’s Proxy Statement. A copy of the Certificate of Amendment containing the Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The following are the voting results of each matter submitted to the stockholders of the Company at the Meeting. At the beginning of the Meeting, there were 11,828,357 shares of common stock present at the Meeting in person or by proxy, which represented 83.0% of the voting power of the shares of common stock entitled to vote at the Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on December 7, 2017. The proposals below are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 12, 2018.

1.To approve an amendment to the Company’s 2014 Equity Incentive Plan (the “Plan”) to (i) increase the aggregate number of shares of common stock authorized for issuance thereunder by 1,875,000 to an aggregate of 3,000,000 shares and (ii) account for an annual automatic increase in the number of shares of common stock authorized for issuance thereunder by the lesser of (A) 3,000,000 shares of the Company’s common stock or the equivalent of such number of shares after the administrator of the Plan, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction; (B) a number of shares of common stock equal to 5% of the Company’s common stock outstanding on January 2^nd of each year, and (C) an amount determined by the Company’s Board of Directors.

2.To the extent required by Nasdaq Listing Rule 5635, to approve the issuance of shares of common stock of the Company upon conversion of the senior convertible notes issued to institutional investors on November 7, 2017.

3.To the extent required by Nasdaq Listing Rule 5635(d), to approve the issuance of a warrant and, upon exercise of the warrant, the shares of common stock subject to the warrant, to an institutional investor on November 7, 2017.

4.To approve the Charter Amendment.

(d) Exhibits.

Helios & Matheson Analytics Inc. Exhibit
EX-3.1 2 f8k020518ex3-1_heliosandmath.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION. Exhibit 3.1   Certificate of Amendment of Certificate of Incorporation of Helios and Matheson Analytics Inc.   Under Section 242 of the Delaware General Corporation Law     Helios and Matheson Analytics Inc.,…
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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.