Helios and Matheson Analytics Inc. Announces Confidential Submission of S-1 Registration Statement for Proposed Spin-off of MoviePass Entertainment Holdings Inc.

NEW YORK – January 17, 2019 – Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”) today announced that MoviePass Entertainment Holdings Inc. (“MoviePass Entertainment”), a newly formed wholly-owned subsidiary of HMNY that would take ownership of the shares of MoviePass Inc. and other film related assets held by HMNY, has confidentially submitted a draft registration statement on Form S-1 to the U.S. Securities and Exchange Commission (the “SEC”) relating to the proposed distribution by HMNY of a minority of the shares of MoviePass Entertainment common stock held by HMNY as a dividend to stockholders of HMNY as of a record date that is yet to be determined. HMNY plans to retain control of MoviePass Entertainment upon any such distribution. Holders of certain warrants of HMNY as of the applicable record date would be entitled to participate in any such distribution of MoviePass Entertainment shares to the extent required by the terms of such warrants. HMNY has not yet determined the number of shares of MoviePass Entertainment to be distributed to its stockholders and warrant holders. HMNY expects to commence the distribution after the SEC completes its review process and declares the Form S-1 registration statement effective, and the distribution is subject to a number of other conditions, including the approved listing of shares of MoviePass Entertainment on Nasdaq or an alternate trading market and HMNY being permitted to distribute MoviePass Entertainment shares under Delaware law, of which there is no assurance.

 This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

 

Helios and Matheson Analytics Inc. Announces $5.4 Million Registered Direct Offering Priced At-the-Market

New York, NY – (January 16, 2019) -- 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.

 

MoviePass Films Recognized With Significant Industry Awards

American Animals wins “Best Editing” and “Debut Screenwriter” at British Independent Film Awards and secured Independent Spirit Awards nomination for “Best Editing” alongside Monsters and Men’s nomination for “Best Supporting Male Actor”

New York, NY, December 18 — Helios and Matheson Analytics Inc. (Nasdaq: HMNY) production company MoviePass Films announced today its film American Animals won in two categories at the 20th British Independent Film Awards. The British Independent Film Awards highlight the most innovative and creative independent filmmaking and filmmakers each year in an effort to support the independent film community and promote British talent to the public. 

MoviePass Subscribers Get Value-Added Options in 2019 Pricing Plans

Consumers Can Now Gain Access to Premium Format Screenings That Include IMAX and 3D and a Special Limited-Time Holiday Offer

NEW YORK (December 6, 2018)— MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), announced that, after months of determined testing, it will introduce an updated pricing plan for the new year, effective January 1, 2019. Starting at just $9.95 per month, the plans will feature a three-tier pricing structure. In addition to rolling out the new plans, MoviePass is offering two special, limited-time 12 month offers to their subscribers and for gift-giving during the holiday season. 

MoviePass™ Promotes Khalid Itum to Executive Vice President

Former VP of Business Development to Drive Day-to-Day Operations, Elevate the Company Into Its Next Phase and Lead Integration Plan with Moviefone™, and MoviePass Ventures

NEW YORK, NY – December 3, 2018 – MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq:HMNY) (“Helios”), today announced the appointment of Khalid Itum to Executive Vice President. Previously MoviePass’ Vice President of Business Development, Itum will continue to report to CEO Mitch Lowe. Itum will manage day-to-day operations at MoviePass, working closely with both Lowe and HMNY CEO Ted Farnsworth to spearhead company development, and drive its exhibition and distribution strategies forward. Itum will also be responsible for creating its strategic plan and ensuring its implementation.

Helios and Matheson Analytics Inc. Reports Financial Results for Third Quarter 2018

Provides Update on MoviePass Inc. and MoviePass Films Business

NEW YORK--(November 15, 2018) -- Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), 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 financial results for the third quarter ended September 30, 2018.

 “During this transitional period for Helios and MoviePass, we have been focused on reducing our burn rate and striving to improve our business model and we are very encouraged by our Q3 financial results,” said Ted Farnsworth, Chairman and CEO of Helios.

MoviePass Ventures’ First Entry Into Film Distribution, “American Animals”, Scores Big With 11 British Independent Film Awards Nominations

The Nominations for Company’s First Entry Into Film Distribution in Association With The Orchard, Rock MoviePass Ventures’ World

NEW YORK AND LOS ANGELES (November 8, 2018) – A Helios and Matheson Analytics Inc. (Nasdaq: HMNY) subsidiary, MoviePass Ventures, announced today that, its first entry into film distribution, American Animals, has received eleven nominations for this year’s film awards from BIFA, the British Independent Film Awards. BIFA is an organization that celebrates, supports and promotes British independent cinema and filmmaking talent in the UK.

MoviePass Films Adds Doc Feature to 2018 Slate; Makes Investment and Strategic Marketing Pact to Support Gabe Polsky’s Upcoming Film, “In Search Of Greatness”

Pact Marks Third Film Investment for MoviePass Films in Last Forty-Five Days With Red Carpet Premiere in Los Angeles Tonight

 NEW YORK, NY – November 1, 2018 – MoviePass Films, a majority-owned Helios and Matheson Analytics Inc. (Nasdaq: HMNY) company, and Art of Sport (AOS), the newly-formed, sports-centric distribution entity behind Cannes Alum Gabe Polsky’s upcoming feature-length documentary, In Search Of Greatness, have teamed up to bring MoviePass Films on board the project as an investor and strategic marketing partner ahead of the film’s early-November theatrical release.

Helios and Matheson Analytics Inc. Announces Preliminary Plan to Spin Off MoviePass Entertainment Entity as Separate Public Company

MoviePass Entertainment Would Become a Vertically Integrated Film Production, Marketing and Exhibition Company

NEW YORK- Oct. 23, 2018 - Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions, today announced that its Board of Directors preliminarily has approved a plan to create a vertically integrated film production, marketing and exhibition company.  To do this, HMNY would create a new subsidiary named MoviePass Entertainment Holdings Inc. (“MoviePass Entertainment”) that would take ownership of the shares of MoviePass Inc. (“MoviePass”) and other film related assets held by HMNY.

HMNY Names Global Strategic Communications Executive, Maayan Nave as Executive Director and President of Global Communications for HMNY, MoviePass, MoviePass Films and MoviePass Ventures

MoviePass™ the nation’s leading movie theater subscription service and parent company Helios and Matheson Analytics Inc. (Nasdaq: HMNY) announced today that it has named Maayan Nave as Executive Director and President of Global Communications. Nave will lead all marketing, strategic communications and public relations initiatives for HMNY, MoviePass, MoviePass Films and MoviePass Ventures with existing communications teams in New York and California. 

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Helios and Matheson Analytics Inc. Stockholders Vote “FOR” the Proposed Reverse Stock Split and Related Proposal

NEW YORK, October 15, 2018 –– Helios and Matheson Analytics Inc. (NASDAQ: HMNY) (“Helios”) today announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have both recommended that Helios’s stockholders vote “FOR” the proposed reverse stock split and the other proposal set forth in Helios’s proxy statement for the upcoming special meeting of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time.

MoviePass Films Co-Acquires MONSTERS AND MEN and BORDER with NEON

Duo to Co-Release and Revenue-Share in Sundance and Cannes Award-winning films

NEW YORK, NY – Sept. 24, 2018 – MoviePass Films LLC, a film production company majority owned by Helios and Matheson Analytics Inc. (Helios), and NEON Rated LLC, the award-winning independent distribution company behind such films as I, Tonya, Three Identical Strangers and Ingrid Goes West, now share equity ownership, as the deal closed and was funded September 21st, for the upcoming releases of Sundance award-winner Monsters and Men and Cannes award-winner Border, both of which are anticipated to open in the U.S. in the next few weeks.

MoviePass Partners with Postmates to Offer Subscribers Added Benefits

Silicon Valley Backed Leading On-Demand Delivery Service in Major Metropolitan Markets Engages Leading Movie Theater Subscription Company

NEW YORK, NY – August 30, 2018 – MoviePass™, the nation's premier movie-theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (NASDAQ: HMNY), and Postmates, the only on-demand platform that can deliver anything from anywhere, announced today that MoviePass members will be offered special discounts and credit toward both services through promotions within the MoviePass app.

Helios and Matheson Issues MoviePass Progress Report

Owner of Theater Subscription Service Highlights Growth of New Model for Movie Ticketing

NEW YORK (August 15, 2018)— Data and technology company Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), owner of MoviePass, today reflected on its one year anniversary of its revolutionary movie subscription service and formalized plans for it new, sustainable business model.

Bruce Willis to Star in MoviePass Films’ “10 Minutes Gone”

Beverly Hills, CA (Aug. 8, 2018) – MoviePass Films’ cofounders Ted Farnsworth, Mitch Lowe, Randall Emmett and George Furla, announced today that Bruce Willis has been tapped to star in “10 Minutes Gone,” a mystery/thriller to be directed by Brian A. Miller from a script by Kelvin Mao and Jeff Jingle.

Willis said he was “excited to be working with producers Randall Emmett and George Furla again with their new venture MoviePass Films.”

MoviePass™ Launches New Pricing Plan Built for The Mass Consumer

New Subscription Offering Continues at a Monthly Price of $9.95, Includes New Releases, Suspends Peak Pricing and Ticket Verification and Introduces Boundaries to Ensure Long-Term Stability


NEW YORK (August 6, 2018)— MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq:HMNY) (“Helios”), announces its new subscription plan and business model effective August 15, 2018. MoviePass’ new subscription plan retains its industry-low monthly subscription rate of $9.95 and at the same time creates a long-term and sustainable business model. The new plan will include many major studio first-run films. For our subscribers who have migrated to the new subscription plan, we are suspending Peak Pricing and Ticket Verification.  MoviePass continues to be the most widely enjoyed theatrical subscription service in the United States, available at 91% of the theaters.

MoviePass: We're Still Standing

To paraphrase Mark Twain: Talk of our demise is greatly exaggerated

NEW YORK – Aug 2, 2018 – MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq:HMNY)  (“Helios”), today pushed back on comments by some in the theater industry who have predicted, and in some cases declared, its passing.

Exhibitors know that without MoviePass they will be able to continue to charge exorbitant prices for theater tickets and gouge customers with overpriced concessions. This is exactly the attitude the taxicab industry took when Uber entered their market.

MoviePass Leverages Its Power at the Box Office

Contributing Significantly to a Record-Setting Domestic Box Office for the First Half of 2018

Strong Partner to Distributors, Studios, and Brands, MoviePass Boosts Revenue & Deals

NEW YORK, NY – August 1, 2018 – MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), announced a series of performance metrics for 2018 Spring & Early Summer Independent Distributor & Major Studio releases.

MoviePass Accelerates Plan For Profitability

New Cost-Reduction and Subscription Revenue Increase Measures Have Been Implemented, Currently Cutting the Monthly Burn by 60%

NEW YORK – July 31, 2018 – MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), today announced the implementation of several new measures aimed at accelerating the plan for profitability. Through these new steps, the company believes it will be able to compress its timeline to reach profitability.

Helios and Matheson Analytics Inc. Announces 1-for-250 Reverse Stock Split

Shares of Common Stock Will Begin Trading on Split-Adjusted Basis on July 25, 2018

 NEW YORK--(July 24, 2018) --Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY” or the “Company”), 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 the Company will effect a reverse stock split of its issued and outstanding common stock. At a special meeting of stockholders held on July 23, 2018, shareholders approved an amendment to the Company’s Certificate of Incorporation to effect a one-time reverse stock split of its common stock, at a ratio of 1 share-for-2 shares up to a ratio of 1 share-for-250 shares, such ratio to be selected by its Board of Directors.