HELIOS AND MATHESON ANALYTICS INC. (NASDAQ:HMNY) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 3.01Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
As previously disclosed, on June 21, 2018, Helios and Matheson
Analytics Inc. (the Company) received a deficiency letter from
the Nasdaq Listing Qualifications Department (the Staff) of the
Nasdaq Stock Market LLC (Nasdaq) notifying the Company that, for
the 30 consecutive business days prior to the date thereof, the
closing bid price for the Companys common stock closed below the
minimum $1.00 per share required for continued listing on The
Nasdaq Capital Market to Nasdaq Listing Rule 5550(a)(2) (Rule
5550(a)(2)). In accordance with Nasdaq Listing Rule 5810(b), the
Company was given 180 calendar days, or until December 18, 2018,
to regain compliance with Rule 5550(a)(2). In accordance with
Nasdaq Listing Rule 5810(c)(3)(A)(ii), certain companies may be
eligible for a second 180-day period to regain compliance;
however, such additional compliance period is not available if it
does not appear to Nasdaq that it is possible for the Company to
cure the deficiency.
On December 19, 2018, the Company received a written notice from
the Staff that the Company has not regained compliance with Rule
5550(a)(2) and is not eligible for a second 180-day period
because the Staff determined that it does not appear that it is
possible for the Company to cure the deficiency. The notice
indicated that, while the Company meets all the quantitative
requirements, the Staffs determination is based on the low price
of the Companys common stock, the significant issuances of common
stock over the past year from an Equity Distribution Agreement
and the conversion of future priced securities (primarily Senior
Secured Convertible Notes issued on November 7, 2017 and January
23, 2018), the Companys stated need to issue additional shares to
fund its operations, the failure of a prior reverse-stock split
in July 2018 to result in compliance with Rule 5550(a)(2), and
the Companys inability to obtain approval for a proposed reverse
stock split at a special meeting in November 2018.
As a result, Nasdaq has determined that unless the Company timely
requests an appeal of such determination before the Nasdaq
Hearings Panel (the Panel), the Companyscommon stock will be
scheduled for delisting from The Nasdaq Capital Market and will
be suspended at the opening of business on December 28, 2018, and
a Form 25-NSE will be filed with the Securities and Exchange
Commission (the SEC), which will remove the Companys securities
from listing and registration on The Nasdaq Capital Market.
In accordance with Nasdaqs procedures, the Company intends to
appeal the Staffs determination by requesting a hearing before
the Panel (the Hearing) to seek continued listing. This hearing
request will automatically stay the suspension of the Companys
securities and the filing of a Form 25-NSE pending the Panels
decision. The Company expects that Nasdaq will hold the Hearing
with the Panel within 45 days of the Companys request for the
Hearing, to the Nasdaq Listing Rules. At or prior to the Hearing,
the Company intends to present its plans to Nasdaq to regain
compliance with Rule 5550(a)(2) and request an extension of time
so that the Board of Directors of the Company (the Board) and
management of the Company can effect a reverse stock split at a
time that is in the best interests of the Company and its
stockholders. The Company intends to continue to monitor its
closing bid price for its common stock and will continue
considering all available options to resolve the Companys
noncompliance with Rule 5550(a)(2).
Also, as previously disclosed on the Current Report on Form 8-K
filed August 30, 2018, the Company is no longer compliant with
Nasdaq Listing Rule 5605(b)(1), which requires that a majority of
the Board be independent, and Nasdaq Listing Rule 5605(c)(2)(A),
which requires that the Audit Committee have at least three
independent directors. In its notification letter dated September
6, 2018, Nasdaq advised that the Company will have until the
following to cure these deficiencies:
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until the earlier of the Companys next annual shareholders meeting or August 25, 2019; or |
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if the next annual shareholders meeting is held before February 21, 2019, then the Company must evidence compliance no later than February 21, 2019. |
The Board has nominated for election at the next annual
shareholders meeting to be held on December 27, 2018, a new
independent director who satisfies the applicable requirements of
the Nasdaq Listing Rules to serve on the Companys Board and Audit
Committee.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 or under Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (collectively,
forward-looking statements) that may not be based on historical
fact, but instead relate to future events, including without
limitation statements containing the words believe, may, plan,
will, estimate, continue, anticipate, intend, expect and similar
expressions. All statements other than statements of historical
fact included in this communication are forward-looking
statements.
Such forward-looking statements are based on a number of
assumptions. Although the Companys management believes that the
assumptions made and expectations represented by such statements
are reasonable, there can be no assurance that a forward-looking
statement contained herein will prove to be accurate. Actual
results and developments (including, without limitation, the
ability of the Company to regain compliance with the Nasdaq
rules) may differ significantly from those expressed or implied
by the forward-looking statements contained herein and even if
such actual results and developments are realized or
substantially realized, there can be no assurance that they will
have the expected consequences or effects. Risk factors include,
among other things, risks and uncertainties relating to plans for
regaining compliance with the Nasdaq rules and the risk factors
described in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, the Companys quarterly
report on Form 10-Q for the quarter ended September 30, 2018 and
other filings, including subsequent current and periodic reports,
information statements and registration statements filed with the
SEC. You are cautioned to review such reports and other filings
at www.sec.gov.
Given these risks, uncertainties and factors, you are cautioned
not to place undue reliance on such forward-looking statements
and information, which are qualified in their entirety by this
cautionary statement. All forward-looking statements and
information made herein are based on the Companys current
expectations and the Company does not undertake an obligation to
revise or update such forward-looking statements and information
to reflect subsequent events or circumstances, except as required
by law.
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.