Helios and Matheson Analytics Announces Pricing of $30 Million Public Offering
April 19 2018 - 8:45AM
Business Wire
Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), 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 the pricing of a best efforts underwritten
public offering of an aggregate of 10,500,000 Series A-2 units (the
“Series A-2 Units”), with each Series
A-2 Unit consisting of (i) one share of the Company’s common stock,
par value $0.01 per share (the “Common
Stock”), and (ii) one Series A-2 Warrant to purchase one
share of Common Stock (the “Series A-2
Warrants”); and 500,000 Series B-2 units (the “Series B-2 Units”, and together with the Series
A-2 Units, the “Units”), with each
Series B-2 Unit consisting of (i) one pre-funded Series B-2 Warrant
to purchase one share of Common Stock (the “Series B-2 Warrants”, and together with the Series
A-2 Warrants, the “Warrants”) and (ii)
one Series A-2 Warrant, with anticipated gross proceeds of
approximately $30 million, before deducting underwriting discounts
and commissions and estimated offering expenses payable by HMNY.
HMNY is offering the Units at a price of $2.75 per Unit. All of the
Units are being offered by HMNY. The shares of common stock and
warrants will be issued separately. The Warrants will be
exercisable at any time on or after the issuance date until the
five-year anniversary of the issuance date. Each Series A-2 Warrant
will be exercisable at a price of $3.00 per share of common stock.
Each Series B-2 Warrant will have an aggregate exercise price of
$2.75 per share of common stock, all of which will be pre-funded
except for a nominal exercise price of $0.001 per share of common
stock. There is no established public trading market for the
Warrants and HMNY does not expect a market to develop in the
future. The offering is expected to close on or about April 23,
2018, subject to customary closing conditions. HMNY may use the net
proceeds from this offering to increase the Company’s ownership
stake in MoviePass or to support the operations of MoviePass and
MoviePass Ventures; to satisfy a portion or all of any amounts
payable in connection with previously issued convertible notes; and
for general corporate purposes and transaction expenses. The
Company may also use the proceeds to make other acquisitions.
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Helios and Matheson Analytics announces
pricing of $30 million public offering (Photo: Business Wire)
Canaccord Genuity is acting as sole book-running manager for the
offering, with Roth Capital Partners and Maxim Group acting as
co-managers. Palladium Capital Advisors, LLC acted as a financial
advisor in connection with the offering.
The Units, the Shares, the Warrants and the shares of Common
Stock underlying the Warrants described above are being offered
pursuant to a shelf registration statement previously filed with
and declared effective by the Securities and Exchange Commission
(“SEC”). A preliminary prospectus supplement and accompanying
prospectus relating to the offering has been filed with the SEC and
is available for free on the SEC’s website at www.sec.gov. Copies
of the final prospectus supplement and accompanying prospectus
relating to the offering will be filed with the SEC and will be
available on the SEC’s web site at www.sec.gov. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the offering may also be obtained, when available, from Canaccord
Genuity LLC, Attention: Equity Syndicate Department, 99 High
Street, 12th Floor, Boston, Massachusetts 02110, by telephone at
(617) 371-3900, or by email at prospectus@canaccordgenuity.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor will
there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not
permitted.
About Helios and Matheson Analytics Inc.
Helios and Matheson Analytics Inc. (HMNY) 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 owns approximately 92% of the outstanding shares
(excluding options and warrants) 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 listed on the Nasdaq Capital Market under the symbol HMNY.
For more information, visit us at www.hmny.com.
About MoviePass
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, now 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.
Safe Harbor Statement
This release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, including but not limited to statements regarding HMNY’s
expectations on the completion, timing and size of the proposed
public offering and the anticipated use of proceeds therefrom.
These forward-looking statements are subject to a number of risks,
including market conditions related to the proposed public offering
and the risk factors set forth from time to time in HMNY’s SEC
filings, including but not limited to the risks that are described
in the “Risk Factors” section of HMNY’s Annual Report on Form 10-K
for the year ended December 31, 2017, and in the preliminary
prospectus supplement related to the proposed offering filed with
the SEC on April 18, 2018, each available on the SEC's web site at
www.sec.gov. In addition to the risks described above and in HMNY’s
other filings with the SEC, other unknown or unpredictable factors
also could affect HMNY’s results. No forward-looking statements can
be guaranteed, and actual results (including, without limitation,
the ability to complete this offering and generate the net proceeds
necessary for HMNY to complete its business objectives) could
differ significantly from those contemplated by the forward-looking
statements. The information in this release is provided only as of
the date of this release, and HMNY undertakes no obligation to
update any forward-looking statements contained in this release on
account of new information, future events, or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20180419005749/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie Goldman /
Mark Havenner, 310-556-4443sgoldman@ppmgcorp.com /
mhavenner@ppmgcorp.comorMoviePass Contact:LaunchSquad for
MoviePassGavin Skillman, 212-564-3665gavin@launchsquad.com
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