Helios and Matheson Analytics Inc. Announces 1-for-250 Reverse Stock Split
25 July 2018 - 4:05AM
Business Wire
Shares of Common Stock Will Begin Trading on
Split-Adjusted Basis on July 25, 2018
Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY” or the
“Company”), 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 that the Company will effect a reverse stock split of its
issued and outstanding common stock. At a special meeting of
stockholders held on July 23, 2018, shareholders approved an
amendment to the Company’s Certificate of Incorporation to effect a
one-time reverse stock split of its common stock, at a ratio of 1
share-for-2 shares up to a ratio of 1 share-for-250 shares, such
ratio to be selected by its Board of Directors.
Following the special meeting of stockholders, the Board of
Directors approved the implementation of a reverse stock split,
determined the appropriate reverse stock split to be a ratio of
1-for-250 and approved the filing of a Certificate of Amendment to
the Company’s Certificate of Incorporation to effectuate the
reverse stock split.
The Company will effect a reverse stock split of its issued and
outstanding common stock at an exchange ratio of 1-for-250, at 4:01
p.m. Eastern Time on Tuesday, July 24, 2018. The Company’s common
stock will begin trading on a split-adjusted basis on Wednesday,
July 25, 2018 under a new CUSIP number, 42327L309, and will remain
listed on the Nasdaq Capital Market under the symbol “HMNY”.
“We believe this is an important step that will facilitate our
access to capital over the next several years and enable us to
implement our growth plans for MoviePass, MoviePass Films and
MoviePass Ventures, and will enable us to pursue potential
acquisitions to grow our business,” said Ted Farnsworth, Chief
Executive Officer and Chairman of HMNY. “With greater access to
capital, we expect to solidify our position as the Number 1 movie
theater subscription service in the U.S. and continue to
revolutionize the movie industry.”
Upon the effectiveness of the reverse stock split at 4:01 p.m.
Eastern Time on Tuesday, July 24, 2018, each two hundred and fifty
shares of the Company’s issued and outstanding common stock will
automatically combine and convert into one issued and outstanding
share of common stock, par value $0.01 per share. Proportional
adjustments also will be made to the shares issuable in connection
with the Company’s outstanding equity awards, options, warrants to
purchase shares of common stock and outstanding convertible notes.
As a result of the reverse stock split, there will be approximately
1.7 million shares of common stock outstanding.
The reverse stock split will affect all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. Fractional
shares will not be issued as a result of the reverse stock split;
instead, the Board of Directors determined to effect an issuance of
shares to holders that would otherwise be entitled to a fractional
share such that any fractional shares will be rounded up to the
nearest whole number.
The Company’s transfer agent, Computershare Trust Company, N.A.,
will act as exchange agent for the reverse stock split and will
send instructions to stockholders of record regarding the exchange
of certificates for common stock. Stockholders should direct any
questions concerning the reverse stock split to their broker or the
Company’s transfer agent, Computershare Trust Company, N.A., at
1-877-261-9291.
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 relating to the
reverse stock split and other future events and expectations. These
forward-looking statements are subject to a number of risks,
including 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, available on the
SEC's web site at www.sec.gov. In
addition to the risks described 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 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/20180724005853/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie Goldman /
Mark Havenner, 310-556-4443sgoldman@ppmgcorp.com /
mhavenner@ppmgcorp.comorMoviePass Contact:LaunchSquad for
MoviePassGavin Skillman, 212-564-3665moviepass@launchsquad.com
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