Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 15 2018 - 9:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
12b-25
Notification
of Late Filing
SEC
File Number: 000-22945
CUSIP
Number: 42327L200
(Check
One)
☐
Form 10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: September 30, 2018
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended:________________________________________________
Read
Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein.
_____________________________________________
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant: HELIOS AND MATHESON ANALYTICS INC.
Address of Principal Executive Office: Empire State
Building, 350 5th Avenue, Suite 7520
New
York, New York 10118
PART II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort expense and the Registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate):
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(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and
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(c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed period.
Additional
time is required to complete the Registrant’s quarterly report on Form 10-Q (the “Report”), to finalize the
September 30, 2018 financial statements and the review of the Report and financial statements by the Registrant’s
independent public accountants.
PART
IV -- OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification.
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Stuart
Benson
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(646)
780-0044
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Name
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(Area
Code) (Telephone Number)
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(2)
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Have all other periodic reports required under Section
13 or 15(d) of the Securities and Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
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☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
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☒ Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The
Company had a net loss attributable to Helios and Matheson Analytics Inc. of approximately $129.6 million or $0.20 loss per basic
and diluted share for the three months ended September 30, 2018 as compared to a net loss attributable to Helios and Matheson
Analytics Inc. of approximately $43.5 million or $5.79 loss per basic and diluted share for the three months ended September 30,
2017. The increase in the Company’s net loss is primarily due to the acquisitions of MoviePass, the Moviefone Assets and
the forming of MoviePass Ventures and MoviePass Films, including the associated financing costs incurred with the issuance of
our senior convertible notes, offset by a gain on the extinguishment of debt.
The
Company had a net loss attributable to Helios and Matheson Analytics Inc. of approximately $187.8 million or $0.87 loss per basic
and diluted share for the nine months ended September 30, 2018 as compared to a net loss attributable to Helios and Matheson Analytics
Inc. of approximately $55.2 million or $8.35 loss per basic and diluted share for the nine months ended September 30, 2017. The
increase in the Company’s net loss is primarily due to the acquisitions of MoviePass, the Moviefone Assets and the forming
of MoviePass Ventures and MoviePass Films, including the associated financing costs incurred with the issuance of our senior convertible
notes, offset by favorable adjustments to the Company’s derivative liabilities, and a gain on the extinguishment of debt.
HELIOS
AND MATHESON ANALYTICS INC.
(Name
of Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date:
November 15, 2018
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By:
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/s/
Stuart Benson
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Stuart
Benson, Chief Financial Officer
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INSTRUCTION:
The form may be signed by an executive officer of the Registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of
the Registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority
to sign on behalf of the Registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL
INSTRUCTIONS
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1.
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This
form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of
1934.
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2.
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One
signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.
The information contained in or filed with the form will be made a matter of public record in the Commission files.
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3.
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A
manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class
of securities of the Registrant is registered.
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4.
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Amendments
to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
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6.
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Interactive
data submissions
. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive
Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time
period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).
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