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.