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Helios and Matheson Analytics Inc. Enters Into Agreement to Issue $164 Million in Convertible Notes

Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider
of information technology services and solutions and the 92% owner of
MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater
subscription service, today announced that it has entered into a
securities purchase agreement with institutional investors for HMNY to
issue convertible notes in the aggregate principal amount of $164
million (the “Notes”) and 20,500 shares of preferred stock (the
“Preferred Stock”). The net proceeds from the issuance of the Notes and
the Preferred Stock will be used for general corporate purposes. HMNY is
not obligated to register the resale of any shares underlying the Notes
with the Securities and Exchange Commission. Absent registration, the
investors may resell the shares underlying the Notes only pursuant to
Rule 144 or another available exemption from registration.

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Helios and Matheson Analytics Inc. enters into agreement to issue $164 Million in convertible notes (Photo: Business Wire)

The Notes will be convertible, at the option of the holder, at a
conversion price of $1.00, subject to adjustment. The Preferred Stock is
not convertible into common stock. Each share of Preferred Stock is
entitled to 3,205 votes per share on all matters on which holders of
common stock are entitled to vote.

Pursuant to the terms of the securities purchase agreement, at the
closing of the financing, the investors will pay for the Preferred Stock
and the Notes with $20.5 million in cash up front and investor notes in
the aggregate principal amount of $139.4 million payable to HMNY (the
“Investor Notes”). Each investor may prepay its Investor Note, with the
resulting cash being paid to HMNY, in its discretion.

Canaccord Genuity LLC acted as sole placement agent for the financing.
Palladium Capital Advisors LLC acted as a financial advisor.

Key Transaction Details

The investors may require HMNY to redeem the Notes at any time after
seven months from the issue date of the Notes, including the portion of
outstanding principal amount of the Investor Notes for which the
investors have prepaid to HMNY a corresponding amount of cash under the
Investor Notes, plus accrued unpaid interest on those amounts and a
make-whole amount of interest on those amounts calculated through the
two-year maturity date of the Notes.

The Notes are not secured by any assets of HMNY other than the Investor
Notes. The conversion price of the Notes is subject to adjustment in the
event the Company sells shares of common stock or common stock
equivalents for less than $1.00 per share in the future, subject to
customary excluded issuances.

The investors may require HMNY to redeem the Preferred Stock at any time
at a price of $0.01 per share. After the first 15% of the aggregate
principal amount of any Note has been paid or converted, HMNY may redeem
all or a portion the Preferred Stock held by the holder of that Note at
a price of $0.01 per share. Each holder of the Preferred Stock will not
be permitted to transfer such holder’s Preferred Stock prior to the time
when at least 15% of the aggregate principal amount of such holder’s
Note has been converted or paid.

For additional information concerning the details of the financing,
please refer to the Current Report on Form 8-K to be filed by HMNY with
the U.S. Securities and Exchange Commission (the “SEC”).

The Notes, the shares of common stock issuable upon conversion thereof
and the Preferred Stock have not been registered under the Securities
Act of 1933, as amended, or any applicable state securities laws and may
not be offered or sold absent such registration or pursuant to an
available exemption from such registration requirements. This press
release does not constitute an offer to sell or the solicitation of an
offer to buy any of the securities nor shall there be any sale of any of
the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.

About Helios and Matheson Analytics

Helios and Matheson Analytics Inc. (Nasdaq:HMNY)
(“Helios”) is a provider of information technology services and
solutions, offering a range of technology platforms focusing on big
data, artificial intelligence, business intelligence, social listening,
and consumer-centric technology. Helios currently owns approximately 92%
of the outstanding shares (excluding options and warrants) of MoviePass
Inc., the nation’s premier movie-theater subscription service. Helios’
holdings include RedZone Map™, a safety and navigation app for iOS and
Android users, and a community-based ecosystem that features a socially
empowered safety map app that enhances mobile GPS navigation using
advanced proprietary technology. Helios is headquartered in New York, NY
and listed on the Nasdaq Capital Market under the symbol Helios. For
more information, visit us at www.hmny.com.

About MoviePass Inc.

MoviePass Inc. (“MoviePass”) is a marketing technology platform
enhancing the exploration of film and the moviegoing experience. As the
nation’s premier movie-theater subscription service, MoviePass provides
film enthusiasts the ability to attend up to one new movie title per day
in theaters. The service, now accepted at more than 91% of theaters
across the United States, is the nation’s largest theater network. Visit
us at moviepass.com.

Cautionary Statement on Forward-looking Information

Certain information in this communication contains “forward-looking
statements” about HMNY 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.
Forward-looking statements are generally identified by words such as
“projects,” “may,” “will,” “could,” “would,” “should,” “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential”
or similar expressions. Statements regarding future events are based on
HMNY’s current expectations and are necessarily subject to associated
risks.

Such forward-looking statements are based on a number of assumptions.
Although management of HMNY 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 closing of the financing, the use of proceeds of
the financing and whether the investor will prepay any of the Investor
Notes) may differ materially and adversely 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 and other material information concerning HMNY and
MoviePass are described in HMNY’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2018 filed with the SEC on May 15, 2018, in
HMNY’s Annual Report on Form 10-K for the fiscal year ended December 31,
2017 filed with the SEC on April 17, 2018, and other HMNY 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
HMNY’s current expectations and HMNY 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.

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