HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Amendment to the November Securities Purchase Agreement and the November Notes
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2017, on November 6, 2017, the Company and institutional buyers (the “November Buyers”) entered into a Securities Purchase Agreement (the “November Securities Purchase Agreement”) to which the Company issued to the November Buyers: (i) senior bridge convertible notes, in the aggregate original principal amount of $5 million, convertible into shares of common stock of the Company (the “Common Stock”), in accordance with the terms thereof and (ii) senior secured bridge convertible notes, in the aggregate original principal amount of $95 million, convertible into shares of Common Stock, in accordance with the terms thereof (together, the “November Notes”).
On June 1, 2018, the Company and a November Buyer entered into an amendment to the November Securities Purchase Agreement and the November Notes to reduce the number of shares of Common Stock required to be reserved for issuance under the November Notes from 200% to 110% of the maximum number of shares of Common Stock issuable upon conversion of the November Notes until the earlier of the Stockholder Approval Date (as defined below) and August 1, 2018. After such date, the required reserve amount will be increased back to 200%.
Amendment to the January Securities Purchase Agreement and the January Notes
As previously disclosed in the Form 8-K filed with the SEC on January 11, 2018, on January 11, 2018, the Company and an institutional buyer (the “January Buyer”) entered into a Securities Purchase Agreement (the “January Securities Purchase Agreement”), to which the Company issued to the January Buyer: (i) senior subordinated convertible notes, in the aggregate original principal amount of $25 million, convertible into shares of Common Stock, in accordance with the terms thereof and (ii) senior secured convertible notes, in the aggregate original principal amount of $35 million, convertible into shares of Common Stock, in accordance with the terms thereof (together, the “January Notes”).
On June 1, 2018, the Company and the January Buyer entered into an amendment to the January Securities Purchase Agreement and the January Notes to reduce the number of shares of Common Stock required to be reserved for issuance under the January Notes from 200% to 50% of the maximum number of shares of Common Stock issuable upon conversion of the January Notes until the earlier of (1) the date stockholders approve resolutions providing for the issuance of the January Notes and the shares of Common Stock issuable upon conversion of the January Notes (the “Stockholder Approval” and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”) and (2) August 1, 2018. After such date, the required reserve amount will be increased back to 200%. The amendment to the January Securities Purchase Agreement also extended the date by which the Company must hold the special meeting to obtain the Stockholder Approval from June 1, 2018 to August 1, 2018.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
*filed herein
Helios & Matheson Analytics Inc. ExhibitEX-10.1 2 f8k060118ex10-1_helios.htm AMENDMENT NO. 1 TO NOVEMBER SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTES DATED JUNE 1,…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.
