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.

Letter Agreement Regarding Conditional Conversion of the February Additional Note

In a Current Report on Form 8-K filed by Helios and Matheson Analytics Inc. (the “Company”) on February 10, 2017, the Company reported that it issued senior secured convertible notes to an institutional investor (the “Investor”) in the form attached as an exhibit to such Current Report (the “Original February 8-K”), for consideration consisting of a promissory note issued by the Investor to the Company in the amount of $5,000,000. The Original February 8-K, together with a Current Report on Form 8-K filed by the Company on February 7, 2017 (collectively, the “February 8-Ks”), is incorporated by reference into this Current Report.

On August 27, 2017, the Company and the Investor executed a letter agreement (the “Letter Agreement”), to which the Investor agreed to deliver to the Company a conversion notice effecting the immediate conversion of all outstanding principal under the Additional Note as defined in the February 8-Ks (the “February Additional Note”) in the total amount of $2,500,000, plus all accrued unpaid interest thereon (collectively, the “February Note Conversion Amount”), at the alternate conversion price which equals $3.00 per share (the “February Note Conversion”, and such aggregate number of shares of the Company’s common stock (“Common Stock”) to be issued under such February Note Conversion, the “February Share Number”).

In consideration of the immediate conversion of the February Note Conversion Amount, the Company agreed that the Investor shall have the right, but not the obligation, at one or more times, by delivering written notices to the Company (each, an “Exchange Notice”), at any time from the date of the Letter Agreement and until December 31, 2017, to effect an exchange (each such exchange and collectively, the “Share Exchange”) of the number of shares of Common Stock in an aggregate number with respect to all Share Exchange not to exceed the February Share Number (the “Exchange Shares”) for one or more senior secured convertible promissory notes in the form of the February Additional Note (but replacing the maturity date thereunder with the date that is forty-five (45) days following delivery date of the applicable Exchange Notice and removing any restrictions on conversion while the senior secured convertible notes issued to the Investor on December 2, 2016 remain outstanding) (each such new senior secured convertible note and collectively, the “New Note”). The Investor shall have the right to substitute the alternate conversion price of the New Note with the alternate conversion price of the Company’s Series B Senior Secured Convertible Note, in the form attached as an exhibit to the Current Report on Form 8-K filed by the Company on August 15, 2017. The New Note, if issued, shall be in the principal amount equal to the product of the February Note Conversion Amount multiplied by a fraction, the numerator of which is the number of the aggregate Exchange Shares being tendered to the Company in such Share Exchange and the denominator of which is the February Share Number. If the Company receives an Exchange Notice, the Investor shall be deemed to automatically and immediately own the applicable New Note, which is immediately eligible for conversion. In the event of a Share Exchange, the applicable Exchange Shares shall be cancelled automatically and immediately.

The description of the Letter Agreement herein is not complete and is qualified by the full text of such Letter Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangementof 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. The Share Exchange and the issuance of shares of Common Stock upon the conversion of the New Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the New Note and the shares of Common Stock issuable upon the conversion of the New Note will be issued in exchange for the applicable Exchange Shares and the New Note, respectively; (b) there is no additional consideration of value being delivered by the Investor in connection with the above exchanges; and (c) there are no commissions or other remuneration being paid by the Company for soliciting the above exchanges.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

* Filed herewith.

Helios & Matheson Analytics Inc. Exhibit
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm Exhibit 10.1   HELIOS AND MATHESON ANALYTICS INC.Empire State Building350 5th AvenueNew York,…
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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.