HELIOS & MATHESON ANALYTICS INC - FORM 8-K - OTC Backend
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HELIOS & MATHESON ANALYTICS INC.
FORM 8-K
(Current report filing)
Filed 04/05/18 for the Period Ending 04/04/18
Address 350 5TH AVENUE
SUITE 7520
NEW YORK, NY, 10018
Telephone 2129798228
CIK 0001040792
Symbol HMNY
SIC Code 7380 - Services-Miscellaneous Business Services
Industry IT Services & Consulting
Sector Technology
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 4, 2018
HELIOS AND MATHESON ANALYTICS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22945 13-3169913
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Empire State Building
350 5th Avenue
New York, New York 10118
(Address of Principal Executive Offices) (Zip Code)
(212) 979-8228
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement On April 4, 2018, Helios and Matheson Analytics Inc., a Delaware corporation (“ HMNY ”), entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with Oath Inc. (formerly, AOL Inc.), a Delaware corporation and subsidiary of Verizon Communications (“ Oath ”), pursuant to which HMNY completed the acquisition from Oath of certain products, rights, technology, contracts, equipment, data and other assets related to the “Moviefone” brand (the “ Moviefone Assets ”). The purchase price for the transaction consisted of the following: (a) $1.0 million in cash, (b) the issuance of 2,550,154 shares of common stock of HMNY (the “ Closing Shares ”), and (c) the issuance of warrants (the “ Closing Warrants ”) to purchase 2,550,154 shares of common stock of HMNY at an exercise price of $5.50 per share (the “ Warrant Shares ,” and together with the Closing Warrants and the Closing Shares, the “ Closing Securities ”). In addition, pursuant to the Purchase Agreement, HMNY assumed certain specified liabilities related to the Moviefone Assets. The Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. In connection with the Purchase Agreement, HMNY and Oath also entered into a Lock-up Agreement, Registration Rights Agreement, Transition Services Agreement (the “ Services Agreement ”), Advertising Representative Agreement (the “ Representative Agreement ”), and other ancillary agreements (together, the “ Transaction Documents ”). Lock-up Agreement and Registration Rights Agreement The Closing Shares and the Closing Warrants were issued subject to the Lock-up Agreement and the Closing Warrants were issued subject to the Registration Rights Agreement, each of which the parties entered into contemporaneously with the Purchase Agreement. Pursuant to the Lock-up Agreement, Oath may not sell, offer to sell, pledge, or otherwise transfer, dispose of, hedge, or swap, directly or indirectly, any of the Closing Securities until April 4, 2019, subject to certain limited exceptions. Pursuant to the Registration Rights Agreement, HMNY is required to cause the effectiveness of a registration statement covering the resale of the Warrant Shares, subject to certain limitations, by April 4, 2019. Transition Services Agreement In connection with the Purchase Agreement, HMNY entered into the Services Agreement, pursuant to which Oath agreed to provide transition services to HMNY related to the Moviefone Assets. HMNY is obligated to pay Oath a fixed fee in connection with the performance of the applicable services, as well as reimburse Oath for applicable pass-through expenses incurred by Oath. The Services Agreement will remain in effect until the later of the (a) termination of all applicable services schedules or (b) July 3, 2018. HMNY also has the right to terminate any outstanding services schedule at any time upon ten days’ notice to Oath. Advertising Representative Agreement In connection with the Purchase Agreement, HMNY and MoviePass, Inc. (“ MoviePass ”), a Delaware corporation and majority-owned subsidiary of HMNY, entered into the Representative Agreement with Oath, pursuant to which Oath will exclusively represent HMNY in the sale of advertising on www.moviefone.com, and will represent MoviePass on a non-exclusive basis in managing the sale of advertising on www.moviepass.com. Pursuant to the Representative Agreement, any future revenues will be shared between HMNY and MoviePass pursuant to negotiated remuneration terms. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference. Item 3.02 Unregistered Sales of Equity Securities. As described in Item 1.01 above, HMNY issued the Closing Shares and Closing Warrants to Oath as consideration for HMNY’s purchase of the Moviefone Assets. The Closing Warrants are exercisable for a term of five years at a price of $5.50 per Warrant Share, subject to adjustment in the event of stock dividends, stock splits, reverse stock splits, or other similar events. If there is no effective registration statement covering the Warrant Shares at any time after October 4, 2018 during the term of the Closing Warrants, then the Closing Warrants may be exercised on a cashless basis. The additional terms of the issuances disclosed in Item 1.01 are incorporated herein by reference.
HMNY issued the Closing Shares and Closing Warrants in reliance upon exemptions from registration for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired As permitted by Item 9.01(a)(4) of Form 8-K, HMNY will, if required, file the financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date this Form 8-K must be filed. (b) Pro forma financial information As permitted by Item 9.01(b)(2) of Form 8-K, HMNY will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date this Form 8-K must be filed. (d) Exhibits Exhibit No. Description 99.1 Press release issued by HMNY, dated April 5, 2018
SIGNATURES
Pursuant to the requ i rements 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.
HELIOS AND MATHESON ANALYTICS INC
By: /s/ Theodore Farnsworth
Name: Theodore Farnsworth
Title: Chief Executive Officer
Date: April 5, 2018Exhibit 99.1
Helios and Matheson Analytics + MoviePass™
Acquire Moviefone in Strategic Move
Acquisition of Iconic Entertainment Brand from Oath Inc., a Verizon Company, Expected to Fuel Additional MoviePass Subscriber Growth and Expand
Advertising Platform
NEW YORK, NY – April 05, 2018 – Helios and Matheson Analytics Inc. ( Nasdaq: HMNY ) (“HMNY”) and MoviePass Inc. (“MoviePass”), the nation’s premier
movie theater subscription service and a majority-owned subsidiary of HMNY, today announced that HMNY has acquired Moviefone, an entertainment service
owned by Oath Inc. (formerly, AOL Inc.) (“Oath”) which provides over 6 million monthly unique visitors full access to the entertainment ecosystem, from movie
theaters to streaming services and all screens in between.
As HMNY’s second acquisition in the consumer entertainment industry, the Moviefone acquisition represents another pillar in building out its content marketing
strategy and advertising revenue platform for MoviePass. Oath will continue to sell Moviefone’s digital ad inventory and has taken an ownership stake in
MoviePass through equity in HMNY in connection with the transaction.
“This natural alignment between MoviePass and Moviefone will help us grow our subscriber base significantly and expand our marketing and advertising platform
for our studio and brand partners,” said Mitch Lowe, CEO of MoviePass. “ Moviefone has been a go-to resource for entertainment enthusiasts for years, and we’re
excited to bolster its presence and bring this iconic platform into the entertainment ecosystem of the future.”
Founded in 1989, Moviefone delivers the best in entertainment, including movie show times and tickets, trailers, TV schedules, streaming information, cast and
crew interviews, photo galleries and more. Moviefone’s editorial coverage includes up-to-date entertainment news, trailers and clips, exciting red-carpet coverage
and celebrity features.
“This investment in digital content expands MoviePass’s reach further into multiple Hollywood touchpoints,” said Khalid Itum, VP, Business Development at
MoviePass. “We believe the acquisition will allow us to connect studios and brands with potential new subscribers, capture their attention, and convert them into
paying subscribers. We believe Moviefone will also allow us to provide relevant and appealing content to moviegoers while simultaneously increasing the value of
the Moviefone brand.”
“HMNY’s vision is to have MoviePass support the entire movie theater industry ecosystem-- from distribution to exhibition and now, content,” said HMNY’s
Chairman and CEO, Ted Farnsworth. “Above all, we believe the Moviefone acquisition will serve as another valuable source of revenue for HMNY and
MoviePass,” concluded Mr. Farnsworth.
“Moviefone provides users with full access to the entertainment ecosystem, from movie theaters to streaming services and on all screens in between, said Matt
Young, VP Entertainment, Oath. “By bringing together MoviePass and Moviefone, entertainment lovers will enjoy the full suite of movie-theater subscription
opportunities, discovering, interacting and sharing blockbusters, hit series and underground hits across the worldwide community of film and TV. Advertising
partners will also have a more powerful and comprehensive vehicle to promote their films."Key Transaction Details
On April 5, 2018, HMNY filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission providing key transaction details of the
Moviefone acquisition. HMNY encourages its investors and shareholders to read the Current Report in conjunction with this press release. The information in this
press release is subject in all respects to the disclosures set forth in such Current Report.
###
About Helios and Matheson Analytics Inc.
Helios and Matheson Analytics Inc. 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. HMNY currently owns approximately 81% of MoviePass Inc., the
nation's premier movie-theater subscription service. HMNY’s 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.
HMNY is headquartered in New York, NY and Miami and listed on the Nasdaq Capital Market under the symbol HMNY. For more information, visit us at
www.hmny.com .
About MoviePass Inc.
MoviePass Inc. is a technology company dedicated to enhancing the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass
provides film enthusiasts the ability to attend up to one movie per day for a low subscription price. The service, accepted at more than 91% of theaters across the
United States, is the nation's largest theater network. For more information, visit www.moviepass.com .
About Oath, Inc.
Oath, a subsidiary of Verizon, is a values-led company committed to building brands people love. Oath reaches one billion people around the world with a dynamic
house of media and technology brands, including Yahoo, AOL, TechCrunch, Tumblr and Flickr, among others. A global leader in digital and mobile, Oath is
shaping the future of media. For more on Oath, visit www.oath.com .
Cautionary Statement on Forward-looking Information
Certain information in this communication contains "forward-looking statements" about HMNY and MoviePass 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. Such forward-looking statements include, without limitation, statements regarding HMNY’s and MoviePass' businesses and
prospects. Statements regarding future events are based on HMNY's and MoviePass' current expectations and are necessarily subject to associated risks.Such forward-looking statements are based on several assumptions. Although management of HMNY and MoviePass believe 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 HMNY and MoviePass to derive financial benefits and attract new MoviePass subscribers as a result of the acquisition of Moviefone) 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 September 30, 2017 filed with the SEC on November 14, 2017, in HMNY's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on April 14, 2017, in HMNY's Current Report on Form 8-K filed on November 30, 2017 (as amended on February 9, 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 filingswww.sec.gov. Contacts HMNY Contact: The Pollack PR Marketing Group Stephanie Goldman/Mark Havenner, 310-556-4443 sgoldman@ppmgcorp.com / mhavenner@ppmgcorp.com or MoviePass Contact: LaunchSquad for MoviePass 212-564-3665 moviepass@launchsquad.com
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