HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Entry into a Material Definitive AgreementItem 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 August 15, 2017 (the “August 15, 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 Warrant, the Investor Note, the Registration Rights Agreement, the Security and Pledge Agreement, the Guaranty, the Voting and Lockup Agreements and the Placement Agent Warrants are the same documents as defined in the August 15, 2017 Report. The information disclosed in the August 15, 2017 Report about the Placement Agent Warrants is qualified in their entirety by reference to the full text of such document, which is attached as Exhibit 4.4 to this Current Report and incorporated herein by reference.
On August 16, 2017 (the “Closing Date”), to the Securities Purchase Agreement dated as of August 15, 2017 by and between the Company and an institutional investor (the “Investor”), the Company completed the sale and issuance of (1) three Senior Secured Convertible Notes to the Investor in the aggregate principal amount of $10,300,000 (collectively, the “Notes”), and (2) a warrant to purchase 1,892,972 shares of the Company’s common stock, exercisable for a period of five years at an exercise price of $3.25 per share (the “Investor Warrant”), for consideration received by the Company on the Closing Date consisting of (i) a cash payment of $220,000, and (ii) a secured promissory note payable by the Investor to the Company (the “Investor Note”) in the principal amount of $8,800,000 (collectively, the “August 2017 Financing”). The maturity date of the Notes and the Investor Note is April 16, 2018. On the Closing Date, in connection with the closing of the August 2017 Financing:
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the Company issued the Notes and the Investor Warrant to the Investor; |
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the Investor issued the Investor Note to the Company; |
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the Company entered into the Registration Rights Agreement; |
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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; |
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Zone Technologies, Inc. and HMNY Zone Loan LLC entered into the Guaranty in favor of the Investor as Collateral Agent; and |
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Theodore Farnsworth, Helios & Matheson Information Technology Ltd. and its wholly-owned subsidiary, Helios & Matheson Inc., who collectively own approximately 49% of the Company’s issued and outstanding common stock, entered into the Voting and Lockup Agreements with the Company. |
On August 15, 2017, the Company received a cash payment of $2,100,000 from the Investor under the $5,000,000 Investor Note issued by the Investor to the Company on February 8, 2017 (the “February Investor Note”). On the Closing Date, the Company received an additional cash payment of $2,900,000 under the February Investor Note, a cash payment of $230,000 under the $4,900,000 Investor Note issued by the Investor to the Company on December 2, 2017 (the “December Investor Note”) as well as a cash payment of $220,000 to the August 2017 Financing. In consideration of the total amount of $5,450,000 received by the Company (the “Total Amount”), the Company agreed to issue 80% of the shares of common stock that would be issuable upon full conversion of the Total Amount under the December Notes, the February Notes and the Series B Note (each, as defined in the August 15, 2017 Report) at a conversion price equal to the Alternate Conversion Price as defined in the Series B Note.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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 1.01 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
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Incorporated by Reference |
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Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith |
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4.1 |
Form of Senior Secured Convertible Notes issued by HMNY |
8-K |
000-22945 |
4.3 |
August 15, 2017 |
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4.2 |
Form of Investor Note issued by the Investor |
8-K |
000-22945 |
4.4 |
August 15, 2017 |
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4.3 |
Investor Warrant |
X |
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4.4 |
Form of Placement Agent Warrants |
X |
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10.1 |
Securities Purchase Agreement, dated August 15, 2017, by and between HMNY and the Investor |
8-K |
000-22945 |
10.10 |
August 15, 2017 |
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10.2 |
Form of Registration Rights Agreement |
8-K |
000-22945 |
10.11 |
August 15, 2017 |
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10.3 |
Form of Security and Pledge Agreement |
8-K |
000-22945 |
10.12 |
August 15, 2017 |
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10.4 |
Form of Guaranty |
8-K |
000-22945 |
10.13 |
August 15, 2017 |
Helios & Matheson Analytics Inc. ExhibitEX-4.3 2 ex4-3.htm EXHIBIT 4.3 ex4-3.htm Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…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.