Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”)
announced today that it has filed a universal shelf registration
statement on Form S-3 with the Securities and Exchange Commission
(“SEC”). Under the shelf registration, once it is declared
effective by the SEC, HMNY may offer and sell, from time to time,
up to $400 million of a variety of its securities over the next
three years.
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Helios and Matheson Analytics Files $400
Million Universal Shelf Registration Statement (Photo: Business
Wire)
The registration statement is intended to provide HMNY
additional flexibility to finance its growth, the growth of its
subsidiaries, including its majority-owned subsidiary, MoviePass
Inc., and the future acquisition of films by MoviePass Ventures,
through timely and cost-effective access to the capital
markets.
Under the shelf registration statement, HMNY will have the
flexibility to publicly offer and sell from time to time, common
stock, preferred stock, warrants, subscription rights, units or any
combination of such securities. HMNY may periodically offer one or
more of these securities in amounts, at prices and on terms
announced, if and when the securities are ever offered. The
specific terms of any potential future offerings, along with the
intended use of proceeds of any such securities offered by HMNY,
will be described in detail in a prospectus supplement at the time
of any such offering.
“We believe this universal shelf registration statement will
enable us to capitalize on future growth opportunities and fund the
continued expansion of MoviePass™ in particular,” said Ted
Farnsworth, HMNY’s Chief Executive Officer.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any offer for
sale, or solicitation of an offer to buy, any of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities law of any such jurisdiction. Any offering of the
securities covered by the shelf registration statement will be made
solely by means of a prospectus and an accompanying prospectus
supplement relating to that offering. A copy of the prospectus
included in the registration statement may be obtained on the SEC’s
website at www.sec.gov.
About Helios and Matheson
Helios and Matheson Analytics Inc. (Nasdaq: 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 a majority interest in
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 unlimited movies. 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.
Cautionary Statement on Forward-looking Information
Certain information in this communication contains
“forward-looking statements” about HMNY and MoviePass Inc.
(“MoviePass”) 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. Forward-looking
statements are generally identified by words such as “projects,”
“may,” “will,” “could,” “would,” “should,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “potential” or
similar expressions. Such forward-looking statements include,
without limitation, statements regarding MoviePass’ business and
prospects. Statements regarding future events are based on HMNY’s
and MoviePass’ current expectations and are necessarily subject to
associated risks.
Such forward-looking statements are based on a number of
assumptions. Although management of HMNY and MoviePass believe 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 declaration of effectiveness by the SEC of the
shelf registration statement, the consummation of any financing
under the shelf registration statement, the continued expansion of
MoviePass’ business, the acquisition of films by MoviePass Ventures
and the existence of future growth opportunities for HMNY) may
differ materially and adversely 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 and other material information concerning HMNY and
MoviePass are described in HMNY’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2017 filed with the SEC on November
14, 2017, in HMNY’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 filed with the SEC on April 14, 2017, in
HMNY’s Current Report on Form 8-K filed on November 30, 2017 and
other HMNY 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 HMNY’s and MoviePass’ current
expectations and HMNY 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.
In particular, MoviePass’ subscription pricing models are new.
There can be no assurance that MoviePass’ recent rate of increase
in its subscribers resulting from these pricing models will be
sustained. Moreover, an increase in the number of MoviePass
subscribers provides no assurance that the MoviePass business model
will lead to profitability.
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version on businesswire.com: http://www.businesswire.com/news/home/20180125005658/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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