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

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

Item 1.01.Entry Into a Material Definitive Agreement.

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 Securities Exchange Commission on February 7, 2017
(the February 7, 2017 Report) is incorporated by reference into
this Current Report. The documents referenced below, namely the
Securities Purchase Agreement, the Senior Secured Convertible
Notes, the Investor Note, the Registration Rights Agreement, the
Security and Pledge Agreement, the Guaranty and the Voting and
Lockup Agreements are the same documents as defined in the
February 7, 2017 Report.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement

of a Registrant.

On February 8, 2017 (the Closing Date), to the Securities
Purchase Agreement dated as of February 7, 2017 by and among the
Company and an institutional investor (the Investor), the Company
completed the sale and issuance of two Senior Secured Convertible
Notes to the Investor in the aggregate principal amount of
$5,681,818 (collectively, the Notes) for consideration received
by the Company on the Closing Date consisting of a secured
promissory note payable by the Investor to the Company (the
Investor Note) in the principal amount of $5,000,000
(collectively, the Note Financing). The maturity date of the
Notes and the Investor Note is October 8, 2017. On the Closing
Date, in connection with the closing of the Note Financing:

the Company issued the Notes;

the Investor issued the Investor Note;

the Company entered into the Registration Rights Agreement;

the Company and its wholly-owned subsidiaries Zone
Technologies, Inc. and HMNY Zone Loan LLC entered into the
Security and Pledge Agreement in favor of the Investor as
Collateral Agent;

Zone Technologies, Inc. and HMNY Zone Loan LLC entered into
the Guaranty in favor of the Investor as Collateral Agent;
and

Theodore Farnsworth, Helios Matheson Information Technology
Ltd. and its wholly-owned subsidiary, Helios Matheson Inc.,
who collectively own approximately 59.4% of the Companys
issued and outstanding common stock, entered into the
Voting and Lockup Agreements with the Company.

On February 8, 2017, the Company received a payment of $3,000,000
from the Investor under the $4,900,000 Investor Note issued by
the Investor to the Company on December 2, 2016, in consideration
of the Company consenting to permanently lower the Conversion
Price (as defined in the Senior Secured Convertible Notes issued
to the Investor on December 2, 2016) to $4.00 (as adjusted for
stock splits, stock dividends, stock combinations,
recapitalizations and similar events), to the letter agreement
described in the February 7, 2017 Report.

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.

Item 9.01.Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits
included with this Current Report.

EXHIBIT INDEX

Exhibit No.

Description

10.1*

Securities Purchase Agreement

10.2*

Form of Senior Secured Convertible Note issued by the
Company

10.3*

Form of Investor Note issued by the Investor

10.4*

Form of Registration Rights Agreement

10.5*

Form of Security and Pledge Agreement

10.6*

Form of Guaranty

10.7*

Form of Voting and Lockup Agreement

10.8*

Letter Agreement

*Incorporated by reference to the Current Report
on Form 8-K filed by the Company on February 7, 2017.


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 up +0.11 at 3.68 with 540,185 shares trading hands.