Current Report Filing (8-k)
August 30 2018 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 25, 2018
HELIOS AND MATHESON ANALYTICS INC.
(Exact name of Registrant as specified in charter)
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Delaware
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0-22945
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13-3169913
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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Empire State Building
350 5
th
Avenue
New York, New York 10118
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(212) 979-8228
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
(see General Instruction A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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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
check mark 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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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On August 25, 2018, Carl J. Schramm resigned
from the Board of Directors (the “Board”) of Helios and Matheson Analytics Inc. (the “Company”) and each
Board committee of which he was a member. Prior to his resignation, Mr. Schramm was a member of the Audit Committee, the Compensation
Committee, the Nominating and Corporate Governance Committee and the Pricing Committee. Mr. Schramm had served as a member of the
Board and its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee since November 9, 2016
and as a member of the Pricing Committee since December 10, 2017.
In a letter dated August 25, 2018, Mr. Schramm
claims that for the past several months he sought information about the Company’s financial status, operations, and strategy,
and objected to the timing provided Board members to consider various complex issues.
The Company is unaware of any unanswered
requests for information by Mr. Schramm. The Board and committees of which Mr. Schramm was a member have met at least 25 times
at duly convened meetings thus far in 2018, and the Company firmly believes that it has kept the Board fully informed and has provided
all information needed for Board members to exercise their responsibilities.
The Company experienced unprecedented
and unanticipated growth since acquiring a majority stake in MoviePass Inc. in August 2017. The issues associated with this growth
have placed significant demands on the Company’s management and its Board, as evidenced by the substantial number of Board
and committee meetings referenced above, but the Company firmly believes all Board and committee meetings have been duly noticed
and held, and no material information has been withheld from any Board member.
A copy of Mr. Schramm’s resignation
letter is included as Exhibit 17.1 to this Current Report on Form 8-K. The foregoing summary of Mr. Schramm’s resignation
letter is qualified in its entirely by reference to such exhibit.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements
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.
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HELIOS AND MATHESON ANALYTICS INC.
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Date: August 30, 2018
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By:
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/s/ Theodore Farnsworth
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Theodore Farnsworth
Chief Executive Officer
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