Notification That Annual Report Will Be Submitted Late (nt 10-k)
19 March 2019 - 12:02AM
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 11-K ☐ Form 10-Q
☐ Form D ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended:
December 31, 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: ______________
===============================================================
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
===============================================================
PART
I - REGISTRANT INFORMATION
Helios
and Matheson Analytics Inc.
Full
Name of Registrant
Empire
State Building, 350 Fifth Avenue
Suite
7520
New
York, New York 10118
Address of Principal Executive Office
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or 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 reported 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 Form 10-K could not be filed within the prescribed period.
Because the market
value of our common stock held by non-affiliates exceeded $75 million as of the last trading day of our fiscal quarter ended June
30, 2018, Helios and Matheson Analytics Inc. (“we”, “us” or the “Company”) became subject
to the requirement to include in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Annual
Report”) an attestation report by our independent registered public accounting firm regarding our assessment of our internal
control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act. We require additional time to provide our
independent registered public accounting firm with the information and documentation regarding our assessment of our internal
control over financial reporting to enable our independent registered public accounting firm to provide the required attestation
report. Due to the foregoing, we require additional time to complete the 2018 Annual Report.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contact to this notification
Theodore
Farnsworth
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212
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979-8228
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities 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 reports) been filed? If answer is no, identify report(s).
☒
Yes
☐ No
(3)
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?
☒
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’s independent registered public accounting
firm has not yet completed the audit of the Company’s financial statements and therefore, the estimates provided below are
subject to change. Revenues for the year ended December 31, 2018 are expected to be approximately $232.2 million as compared to
revenues of approximately $10.4 million for the year ended December 31, 2017. The increase was primarily due to our acquisition
of a controlling interest in MoviePass on December 11, 2017. The Company expects a net loss attributable to Helios and Matheson
Analytics Inc. of approximately $234.2 million or $1.25 loss per basic and diluted share for the year ended December 31, 2018
as compared to a net loss attributable to Helios and Matheson Analytics Inc. of approximately $146.0 million or $17.46 loss per
basic and diluted share for the year ended December 31, 2017. The Company is still in the process of evaluating its goodwill, and the above results do not include any
potential adjustment that could be required as a result of such evaluation, with the exception of such adjustments recognized in
prior quarters.
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 hereunto duly authorized.
Date: March 18, 2019
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By:
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/s/ Stuart Benson
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Name: Stuart Benson
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Title: Chief Financial Officer
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