HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Entry into a Material Definitive AgreementItem 9.01
In connection with the Purchase Agreement, HMNY and MoviePass, Inc. (“MoviePass”), a Delaware corporation and majority-owned subsidiary of HMNY, entered into the Representative Agreement with Oath, to which Oath will exclusively represent HMNY in the sale of advertising on www.moviefone.com, and will represent MoviePass on a non-exclusive basis in managing the sale of advertising on www.moviepass.com. to the Representative Agreement, any future revenues will be shared between HMNY and MoviePass to negotiated remuneration terms.
| Item 9.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth under Item 9.01 above is incorporated into this Item 9.01 by reference.
| Item 9.01 | Unregistered Sales of Equity Securities. |
As described in Item 9.01 above, HMNY issued the Closing Shares and Closing Warrants to Oath as consideration for HMNY’s purchase of the Moviefone Assets. The Closing Warrants are exercisable for a term of five years at a price of $5.50 per Warrant Share, subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, or other similar events. If there is no effective registration statement covering the Warrant Shares at any time after October 4, 2018 during the term of the Closing Warrants, then the Closing Warrants may be exercised on a cashless basis. The additional terms of the issuances disclosed in Item 9.01 are incorporated herein by reference.
HMNY issued the Closing Shares and Closing Warrants in reliance upon exemptions from registration for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired
As permitted by Item 9.01(a)(4) of Form 8-K, HMNY will, if required, file the financial statements required by Item 9.01(a)(1) of Form 8-K to an amendment to this Current Report on Form 8-K not later than seventy-one (71)calendar days after the date this Form 8-K must be filed.
(b) Pro forma financial information
As permitted by Item 9.01(b)(2) of Form 8-K, HMNY will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K to an amendment to this Current Report on Form 8-K not later than seventy-one (71)calendar days after the date this Form 8-K must be filed.
(d) Exhibits
Helios & Matheson Analytics Inc. ExhibitEX-99.1 2 f8k040418_ex99-1helios.htm PRESS RELEASE ISSUED BY HMNY,…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.