HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information disclosed in Item 1.01 of the current report on Form 8-K of Helios and Matheson Analytics Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2018 (the “January 11, 2018 Report”) is incorporated by reference into this current report on Form 8-K (this “Current Report”). The documents referenced below, namely the Securities Purchase Agreement, the Series A-1 Note, the Series B-1 Note, the Investor Note, the Note Purchase Agreement, the Master Netting Agreement, the Guaranty and the Voting and Lockup Agreements are the same documents as defined in the January 11, 2018 Report.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On January 23, 2018 (the “Closing Date”), to the Securities Purchase Agreement, dated as of January 11, 2018, by and between the Company and an institutional investor (the “Buyer”), the Company completed the sale and issuance of a Series A-1 Note and a Series B-1 Note to the Buyer in the aggregate principal amount of $25,000,000 and $35,000,000, respectively (collectively, the “Notes”), for aggregate consideration in the amount of $60,000,000 received by the Company on the Closing Date consisting of (i) a cash payment in the aggregate amount of $25,000,000, and (ii) a secured promissory note payable by the Buyer to the Company (the “Investor Note”) in the aggregate principal amount of $35,000,000 (the “Financing”). The maturity date of the Notes is January 23, 2020. The maturity date of the Investor Note is January 23, 2060. On the Closing Date, in connection with the closing of the Financing:
| ● | the Company issued the Notes; |
| ● | the Company and the Buyer entered into the Note Purchase Agreement, to which the Buyer issued the Investor Note; |
| ● | the Company and the Buyer entered into the Master Netting Agreement; |
| ● | MoviePass Inc. entered into the Guaranty in favor of the Buyer; and |
| ● | Theodore Farnsworth, the Chief Executive Officer and Chairman of the Board of the Company, and Helios & Matheson Information Technology Ltd, of which Muralikrishna Gadiyaram, a director of the Company, is the chief executive officer, and its wholly-owned subsidiary, Helios & Matheson Inc., who collectively own approximately 17% of the Company’s issued and outstanding common stock as of the Closing Date, entered into the Voting and Lockup Agreements with the Company. |
The information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information included in Item 2.03 of this Current Report is hereby incorporated by reference into this Item 3.02.
As previously disclosed in the January 11, 2018 Form 8-K, Canaccord Genuity, Inc. (“Canaccord”) acted as placement agent for the Financing. Canaccord is entitled to (1) $1,000,000 in placement agent cash compensation in connection with the sale of the Series A-1 Note, and (2) four percent (4%) of gross proceeds received by the Company if and when the Buyer makes a cash payment under the Investor Note.
In addition, Palladium Capital Advisors, LLC (“Palladium”) is entitled to (1) a fee tail cash payment equal to $1,000,000 and (2) a warrant to purchase 174,826 shares of common stock at an exercise price per share equal to $11.44, in connection with the purchase of the Series A-1 Note by the Buyer. In addition, if and when the Company receives a cash payment from the Buyer under the Investor Note, Palladium will receive (1) four percent (4%) of gross proceeds actually received by the Company, and (2) warrants to purchase shares of common stock in an amount equal to eight percent (8%) of the number of shares of common stock into which such corresponding amount of Unrestricted Principal (as defined in the Series B-1 Note) is initially convertible at $11.44, not including any Make-Whole Amount (as defined in the Notes). Assuming all of the Restricted Principal (as defined in the Series B-1 Note), initially $35,000,000, becomes Unrestricted Principal, Palladium will receive warrants to purchase up to 244,756 shares of the Company’s common stock. The warrants to be issued to Palladium as described above are collectively referred to as the “Warrant” and the shares under the Warrant are referred to as the “Warrant Shares”.
The Notes, the shares of common stock issuable upon conversion of the Notes (the “Conversion Shares”), the Warrant and the Warrant Shares were offered and sold to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder. The Buyer represented to the Company that such Buyer is an “accredited investor” as defined in Regulation D of the Securities Act and that the Notes and the Conversion Shares are being acquired solely for such Buyer’s own account and for investment purposes and not with a view to the future sale or distribution of any such securities by such Buyer. Appropriate legends were affixed to the Notes and the Warrant and will be affixed to the Conversion Shares and the Warrant Shares upon issuance.
The above discussion does not purport to be a complete description of the Warrant described in this Current Report and it is qualified in its entirety by reference to the full text of such document, which is attached as an exhibit to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
* Filed herewith.
Helios & Matheson Analytics Inc. ExhibitEX-10.6 2 f8k012318ex10-6_helios.htm FORM OF VOTING AND LOCKUP AGREEMENT FOR HMIT Exhibit 10.6 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT,…To view the full exhibit click here
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.