Amended Current Report Filing (8-k/a)
25 July 2018 - 8:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 23, 2018
HELIOS
AND MATHESON ANALYTICS INC.
(Exact
name of Registrant as specified in charter)
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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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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
5.07
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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In a Current Report on Form 8-K filed by Helios and Matheson Analytics
Inc. (the “Company”) on July 24, 2018 (the “Original Report”), the Company reported the voting results
of its special meeting of stockholders held on July 23, 2018. This Current Report on Form 8-K/A amends the Original Report solely
to amend the disclosure of the broker non-votes for each proposal. No other information in the Original Report has been amended.
The final voting results are as follows:
Proposal
One: Approval of the January Note Financing Proposal
Our
stockholders approved, to the extent required by Nasdaq Listing Rule 5635, the issuance of shares of Common Stock upon conversion
of the senior convertible notes issued to an institutional investor on January 23, 2018 in accordance with the terms of those
notes. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class on this proposal.
The results of the vote were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
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119,351,558
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14,812,661
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1,200,007
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130,862,856
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Proposal
Two: Approval of the increase in number of shares of authorized Common Stock
Our
stockholders approved the amendment of our Certificate of Incorporation to increase the number of authorized shares of our Common
Stock from 500,000,000 to 5,000,000,000 and to increase the total number of authorized shares of capital stock from 502,000,000
to 5,002,000,000. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together as a single class;
holders of shares of Common Stock voted separately as a single class; and holders of shares of Preferred Stock voted separately
as a single class on this proposal. The results of the vote were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
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196,917,480
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68,169,681
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1,139,921
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-
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Holders of Shares of Common Stock Voting Separately as a Single Class
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131,214,980
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68,169,681
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1,139,921
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-
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Holders of Shares of Preferred Stock Voting Separately as a Single Class
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65,702,500
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-
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-
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-
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Proposal
Three: Approval of the Reverse Stock Split
Our
stockholders approved the amendment of our Certificate of Incorporation to effect a one-time reverse stock split of our 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 our Board of Directors
and set forth in a public announcement. Holders of shares of Common Stock and holders of shares of Preferred Stock voted together
as a single class; and holders of shares of Preferred Stock voted separately as a single class on this proposal. The results of
the vote were as follows:
|
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For
|
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Against
|
|
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Abstain
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Broker
Non-Votes
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Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
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198,328,505
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66,647,989
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1,250,588
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-
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Holders of Shares of Preferred Stock Voting Separately as a Single Class
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65,702,500
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-
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-
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-
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Proposal
Four: Adjournment
Our
stockholders approved the adjournment of the special meeting, if necessary, to solicit votes on the above proposals if sufficient
votes to pass the proposals were not received in time for the special meeting. Holders of shares of Common Stock and holders of
shares of Preferred Stock voted together as a single class on this proposal. The results of the vote were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Holders of Shares of Common Stock and Holders of Shares of Preferred Stock Voting Together as a Single Class
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202,386,501
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60,636,861
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3,203,720
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-
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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:
July 25, 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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