Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), a
provider of information technology services and solutions and the
92% owner of MoviePass Inc., today announced that it has entered
into definitive agreements with certain institutional investors for
the purchase of 333,333,334 common units for aggregate gross
proceeds of approximately $5.4 million in a registered direct
offering priced at-the-market. Helios is offering the common units
at a price of $0.0163 per unit. Each common unit consists of (i)
one share of common stock, (ii) one warrant to purchase one share
of common stock at an exercise price of $0.0163 per share (the
“Series C Warrants”), (iii) one warrant to purchase one share of
common stock at an exercise price of $0.0163 per share (the “Series
D Warrants”), and (iv) one warrant to purchase one share of common
stock at an exercise price of $1.00 per share (the “Series E
Warrants” and collectively with the Series C Warrants and the
Series D Warrants, the “Warrants”). The Warrants are not
exercisable until six months after the date of the closing. From
that initial exercisable date, the Series C Warrants will have an
exercise term of five years and the Series D Warrants and the
Series E Warrants will have an exercise term of one year.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering. Palladium Capital Advisors, LLC
is acting as financial advisor for the offering.
The closing of the offering is expected to take place on or
about January 16, 2019, subject to the satisfaction of
customary closing conditions.
The gross proceeds to Helios, before deducting placement agent
fees and other offering expenses, are expected to be approximately
$5.4 million. Helios intends to use the net proceeds from this
offering for working capital purposes; to redeem approximately $1.2
million of Helios’ outstanding non-convertible senior notes that
were issued on October 4, 2018 and December 18, 2018; and to pay
certain fees due to the placement agent and other transaction
expenses. The potential gross proceeds from the Warrants, if fully
exercised on a cash basis, will be approximately $344.2 million. No
assurance can be given that any of the Warrants will be
exercised.
The securities described above are being offered by Helios
pursuant to a “shelf” registration statement on Form S-3 that was
declared effective by the Securities and Exchange Commission
(“SEC”) on July 5, 2018 and the base prospectus contained therein
(File No. 333-226024). The offering of the securities is being made
only by means of a prospectus supplement and accompanying base
prospectus that form a part of the registration statement. A final
prospectus supplement and accompanying base prospectus relating to
the securities being offered will be filed with the
SEC. Copies of the final prospectus supplement and
accompanying base prospectus may be obtained, when available, on
the SEC’s website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, New York 10022, by phone at
646-975-6996 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy any of the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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, 100% of the outstanding membership interests
in MoviePass Ventures LLC and 51% of the outstanding membership
interests in MoviePass Films LLC. Helios's holdings include Zone
Technologies, Inc., creator of 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 HMNY. For more
information, visit us at www.hmny.com.
Cautionary Statement on Forward-looking Information
Certain statements in this communication contain 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,” “project” 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 numerous
assumptions. Although Helios’ 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 Helios to reduce its burn rate and improve its business
model) 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 associated with the consummation of the offering
described above, the size of the offering, the potential exercise
of the Warrants and the use of net proceeds, Helios’ capital
requirements and whether or not it will be able to raise capital as
needed; the success of MoviePass’ cost-reduction and subscription
revenue increase measures; the ability to successfully develop the
business model of MoviePass Inc. (“MoviePass”), Moviefone,
MoviePass Films LLC (“MoviePass Films”) and MoviePass Ventures, LLC
(“MoviePass Ventures”); the ability to integrate the operations of
MoviePass, MoviePass Ventures, MoviePass Films, Moviefone and other
acquired businesses into Helios’ operation; MoviePass’ ability to
retain its existing subscribers and market and sell its services to
new subscribers, Helios’ ability to satisfy Nasdaq Capital Market
(“Nasdaq”) listing criteria deficiencies and to successfully appeal
Nasdaq’s determination to delist Helios’ common stock and remain
listed on Nasdaq, and the risk factors described in Helios’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2017,
its quarterly reports on Form 10-Q for the quarters ended June 30,
2018 and 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 Helios’ current expectations
and Helios 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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version on businesswire.com: https://www.businesswire.com/news/home/20190116005242/en/
The Pollack PR Marketing GroupStephanie Goldman/Mark Havenner,
310-556-4443sgoldman@ppmgcorp.com / mhavenner@ppmgcorp.com
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