HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Financial Statements and ExhibitsItem 9.01 of the Original Form 8-K to provide the consent of MoviePass’ independent registered public accounting firm, EisnerAmper LLP, that was not included in the Original Form 8-K. The remainder of the Original Form 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 2.1(1) | MoviePass SPA (incorporated by reference to Exhibit 2.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 2.2 | Amendment No. 1 to MoviePass SPA (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 2.3** | Amendment No. 2 to MoviePass SPA. |
| 4.1** | Helios Convertible Note issued by the Company to MoviePass on December 11, 2017. |
| 4.2 | Helios Note (incorporated by reference to Exhibit 4.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 4.3** | Form of MoviePass Option Note. |
| 10.1 | MoviePass Option Agreement (incorporated by reference to Exhibit 10.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 10.2** | Note Purchase Agreement dated December 11, 2017 between the Company, MoviePass and Christopher Kelly. |
| 10.3** | Note Conversion Agreement to be entered into between the Company and MoviePass. |
| 10.4 | Voting Agreement (incorporated by reference to Exhibit 10.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.5 | Investors’ Rights Agreement (incorporated by reference to Exhibit 10.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.6 | MoviePass Lock-Up Agreement (incorporated by reference to Exhibit 10.5 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.7 | HMNY Lock-Up Agreement (incorporated by reference to Exhibit 10.6 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.9 | MoviePass Voting Proxy (incorporated by reference to Exhibit 10.8 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 23.1* | Consent of EisnerAmper LLP. |
| 99.1 | Audited Financial Statements of MoviePass Inc. as of December 31, 2016 and December 31, 2015 (incorporated by reference to Exhibit 99.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
| 99.2 | Unaudited Financial Statements of MoviePass Inc. for the nine months ended September 30, 2017 and September 30, 2016 (incorporated by reference to Exhibit 99.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
| 99.3 | Unaudited Pro Forma Combined Financial Statements of Helios and Matheson Analytics Inc. and MoviePass Inc. (incorporated by reference to Exhibit 99.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
* Filed herewith
** Previously filed with the Original Form 8-K.
(1) The schedules and similar attachments have been omitted to Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and similar attachments are contained within the MoviePass SPA. HMNY hereby agrees to furnish a copy of any such omitted schedule or similar attachment to the SEC upon request.
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 11, 2017
| HELIOS AND MATHESON ANALYTICS INC. | |
| By: | /s/ Theodore Farnsworth |
| Theodore Farnsworth, Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1(1) | MoviePass SPA (incorporated by reference to Exhibit 2.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 2.2 | Amendment No. 1 to MoviePass SPA (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 2.3** | Amendment No. 2 to MoviePass SPA. |
| 4.1** | Helios Convertible Note issued by the Company to MoviePass on December 11, 2017. |
| 4.2 | Helios Note (incorporated by reference to Exhibit 4.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 4.3** | Form of MoviePass Option Note. |
| 10.1 | MoviePass Option Agreement (incorporated by reference to Exhibit 10.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2017). |
| 10.2** | Note Purchase Agreement dated December 11, 2017 between the Company, MoviePass and Christopher Kelly. |
| 10.3** | Note Conversion Agreement to be entered into between the Company and MoviePass. |
| 10.4 | Voting Agreement (incorporated by reference to Exhibit 10.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.5 | Investors’ Rights Agreement (incorporated by reference to Exhibit 10.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.6 | MoviePass Lock-Up Agreement (incorporated by reference to Exhibit 10.5 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.7 | HMNY Lock-Up Agreement (incorporated by reference to Exhibit 10.6 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 10.9 | MoviePass Voting Proxy (incorporated by reference to Exhibit 10.8 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2017). |
| 23.1* | Consent of EisnerAmper LLP. |
| 99.1 | Audited Financial Statements of MoviePass Inc. as of December 31, 2016 and December 31, 2015 (incorporated by reference to Exhibit 99.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
| 99.2 | Unaudited Financial Statements of MoviePass Inc. for the nine months ended September 30, 2017 and September 30, 2016 (incorporated by reference to Exhibit 99.2 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
| 99.3 | Unaudited Pro Forma Combined Financial Statements of Helios and Matheson Analytics Inc. and MoviePass Inc. (incorporated by reference to Exhibit 99.1 filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2017). |
* Filed herewith
** Previously filed with the Original Form 8-K.
(1) The schedules and similar attachments have been omitted Helios & Matheson Analytics Inc. ExhibitEX-23.1 2 f8k121117a1ex23-1_heliosnmat.htm CONSENT OF EISNERAMPER LLP Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-212550) of Helios and Matheson Analytics Inc. (the “Company”) of our report dated November 30,…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.