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Sinemia starting up with the physical cards again. Does that mean they have reached an agreement with MP re the patent or think they are going to win the court case?
https://www.reddit.com/r/MoviePassClub/comments/9yva25/sinemia_new_features_including_physical_cards_and/
I'm hoping the AG investigation forces him out. If not..can we as shareholders force a vote to oust him? Maybe via the general meeting in December
would spike over .05 if that happened
Does it show owns them?
eventually one of these rumors will be true and shorts are going to get buried.
I have to question your sanity for still holding shares in HMNY if you feel like this.
my point was, the original post highlighted that the June notes had been paid off. This is a positive whatever way to choose to look at it. However, straight away you comment to say they will just bring them back which brings a negative context.
It'a not logical to pay off notes and then get news one immediately unless the terms are better
some notes were paid down so O/S did increase by about 100m from sep > oct
pure speculation
I don't think so. Seems like a lot of effort for not much benefit
It does tie in with the BI article too
interesting conversion - if it's not fake
https://www.docdroid.net/4bNpe5K/moviepass-conversation.pdf
no they can't without shareholders agreeing
You clearly dont understand their business model. Why you posting on this board?
There is a difference between dilution via ATM and note conversion.
The ATM is finished
There is 40mil of notes left which can be converted. That said, there was 100mil that was cancelled without conversion last month so it's not guaranteed that the 40m will be converted to shares.
Thhy took a 21mil non convertible loan from Hudson.
Dilution is not guaranteed.
Check the SEC Filing 15Oct18
ITEM 8.01 OTHER EVENTS
This Current Report on Form 8-K is being filed by Helios and Matheson Analytics Inc. (the “Company”, “we”, “our” and “us”) to update and supplement the proxy statement sent to our stockholders on September 26, 2018 relating to the upcoming special meeting of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time.
On October 15, 2018, we issued a press release announcing that Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC have both recommended that our stockholders vote “FOR” the proposed reverse stock split and the other proposal set forth in our proxy statement for the upcoming special meeting of stockholders scheduled for October 18, 2018 at 10:00 a.m. local time. Attached hereto as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release.
Cancellation of June Notes and Reduction in Potential Dilution
As of October 4, 2018, all of the convertible notes we issued in June 2018 (the “June Notes”) have been cancelled. As disclosed in the proxy statement, over approximately 4.2 billion shares would have been issuable upon conversion of the June Notes, if we had obtained stockholder approval for the issuance of these shares. As a result of the cancellation of the June Notes, no shares are issuable, or required to be reserved for issuance, upon conversion of the June Notes.
Reduction in Number of Shares Required to be Reserved
In addition to the cancellation of the June Notes, the number of shares of our common stock required to be reserved for issuance under the remaining outstanding convertible notes we issued in November 2017 (the “November Notes”) and January 2018 (the “January Notes”) was reduced to 100% and 125%, respectively, of the maximum number of shares of our common stock issuable upon conversion of the November Notes and the January Notes.
As disclosed in the proxy statement, we were previously required to reserve approximately 5.3 billion shares of our common stock for issuance under the November Notes, the January Notes and the June Notes. As a result of the cancellation of the June Notes and the reduction of the reserve requirements under the November Notes and the January Notes, as of October 11, 2018, we are currently only required to reserve approximately 2.8 billion shares of our common stock for issuance under the November Notes and the January Notes.
As of October 11, 2018, the November Notes and the January Notes had an aggregate of approximately $18.9 million and $27.4 million, respectively, in restricted principal outstanding, and there is no unrestricted principal outstanding. All of the approximate 2.5 billion shares that are issuable under the November Notes and the January Notes represent shares issuable upon conversion of restricted principal under such Notes. The restricted principal may not, as of the date of this Form 8-K, be converted into any shares of our common stock. However, to the extent holders of the Notes provide additional payments to us under the corresponding investor notes, an amount equal to such payment will become unrestricted principal under the Notes that may be converted into our common stock at the election of the holders of the Notes. The number of shares issuable upon conversion of the November Notes and the January Notes is based on a current conversion price of $0.02 per share as of the date of this Form 8-K (subject to adjustment as provided in the November Notes and the January Notes).
As of October 14, 2018, approximately 1.5 billion shares of our common stock were outstanding and 20,500 shares of Preferred Stock were outstanding.
Increase in Fees of Proxy Solicitation Firm
We have retained the services of Georgeson LLC to assist in the solicitation of proxies at a cost of approximately $49,000, plus reimbursement of certain expenses.
That's not true
Oct 1.5 billion ish O/S
Nov 1.6 billion ish O/S
it's a well known fact there are still unconverted bonds that will dilute the O/S shares. It's in all their filings. It's not exactly 'finding a way'
Why go through the hassle of pre-paying convertible notes if funding was still needed?
For the nine months ended September 30, 2018, we received gross cash proceeds of approximately $33.9 million with respect to prepayments under the November 2017 Investor Notes and issued 705.8 million (23,362 million pre-split) shares with respect to the conversion of the November 2017 Notes, including shares related to the make-whole interest provisions of those notes. From September 30, 2018 through November 14, 2018, we received gross cash proceeds of approximately $4.1 million with respect to prepayments under the November 2017 and January 2018 Investor Notes and issued an additional 233.1 million shares with respect to the conversion of the November 2017 Notes and January 2018 Notes. We used the proceeds from the prepayments of such investor notes to redeem approximately $24,600,000 of the unrestricted principal of our June 2018 Convertible Notes. As a result of such redemptions, as of November 13, 2018, there was approximately $0 million of unrestricted principal (including make-whole interest) outstanding under the June 2018 Convertible Notes. Following the consummation of the transactions contemplated by the October Exchange Agreement and the netting of the other June 2018 Investor Notes by the other holders of the June 2018 Investor Notes against their corresponding June 2018 Convertible Notes, all of the June 2018 Convertible Notes have been cancelled.
Since moving to this curated programming model, MoviePass has spent a higher percentage of its weekly allocated spend on promoted titles (over non-promoted titles), including independent films for which it has marketing agreements. This shift in the programming model has helped move MoviePass towards a new business model.
This is how they are controlling costs, movies will continue to disappear but the question is - is it still a bargain at 9.99?. I think so
They lose more money with more subs as they aren't getting the kickbacks from theatres they need to make it profitable. The sub base has to shrink until they find the balance to make it breakeven or better
The Company intends to monitor the closing bid price of its common stock and consider its available options to resolve its noncompliance with Rule 5550(a)(2).
Buy back those shares Ted
Thanks for posting
I'm also invested but everyone moaned (including me) when shares were being diluted despite this keeping the business running with a relatively 'normal' service.
now the business model has changed and of course complaints are rising/people are leaving, however shares aren't being diluted so we the shareholders are benefiting...for now.
Long term there is no way the current MP model of pulling show times is going to last. It has to be full access to every movie on their schedule even if this is just a small number of indie films. This might be considered a niche market but if it's the only way MP can get discounted tickets then it will be the only way it can run a profitable business.
I'm hoping today's earnings shed a bit more insight into the revenues they are making outside of subscriptions. Gotti is probably the lowest rated film of the year yet it was near the top of the rental charts for a few weeks.
It's going to be an interesting day!!
there aren't tens of thousands of complaints, more like 100's each day
I bet 50% of the user base don't even realise there is an issue with movie showings.
Earnings today so a lot of these questions should be answered.
Lucky I hold both GRDO and RDGL...great news
I can't see them converting notes at .02 and then selling at.017/.018.
And no, the ATM isn't running. There would be a filing if it was
You think Hudson are selling off their position..I can't see that myself.
What radars are they trying to avoid?
well said
I've been a shareholder before the split so no how painful it's been owning this stock and I think the way Ted has run the company has been disgraceful. That said..
the movie subscription model can and will work (with or without Moviepass)
There is so much negativity for essentially a start up business finding it's feet.
the last three Q filings have been on the 14th of the month when they were projected to be the 15th
This would only leave people a day to change their vote. I suspect if the Q numbers are good the R/S will be pushed even further so they can go on a PR campaign
yep helps them balance the books having a smaller sub base until they get the model right. Sinemia also getting a lot of bad press so don't think they will lose too much ground against them.
Something is a cooking..Ted is stupid but not stupid enough to think pushing a meeting without new information is going to have any impact on the result of the vote.
they aren't offering a great deal of films right now so are probably burning a lot less than you think
new R/S vote date now aligned with the Q3 earnings release
agreed something must be happening in the back ground. Pushing the vote out isn't going to change the outcome unless there is some new information to change voters minds.
The deadline for the delisting is Dec not nov 1st. They won't need to apply for an extension just yet.
The r/s meeting was called for Oct as a condition of the June note which has now been cancelled
Taken from the exert below
IF YOU SIGN AND RETURN THIS PROXY WITHOUT GIVING ANY INSTRUCTION, THIS PROXY WILL BE VOTED FOR THE TWO PROPOSALS OR OTHERWISE IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.
Why do you think Ted is hounding no voters if he already has their vote? If you don't vote it will be a NO on your behalf.
----------
ANNEX B
Proxy Card
HELIOS AND MATHESON ANALYTICS INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
October 18, 2018
The undersigned hereby appoints Theodore Farnsworth and Stuart Benson and each of them, as proxies and attorneys-in-fact for the undersigned, with full power to act without the other and with full power of substitution, and hereby authorizes them to act for the undersigned and to vote, as designated below, all of the shares of common stock, $0.01 par value per share, and Series A Preferred Stock of the Company that the undersigned is entitled to vote at the Special Meeting of Stockholders of the Company to be held on October 18, 2018 at 10:00 a.m. local time at Empire State Building, 350 5th Avenue, Lower Level Conference Room, New York, New York 10118 and at any and all adjournments or postponements thereof, in accordance with the directions that follow with respect to the following matters (and with discretionary authority as to any and all other).
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF YOU SIGN AND RETURN THIS PROXY WITHOUT GIVING ANY INSTRUCTION, THIS PROXY WILL BE VOTED FOR THE TWO PROPOSALS OR OTHERWISE IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.
That isn't what I'm reading
Vote required to pass Proposal 1
Proposal 1 will be approved if a quorum is present at the Special Meeting and the holders of (i) a majority of the voting power of the outstanding shares of common stock and any Preferred Stock, voting together as a single class, voted “for” such approval and (ii) a majority of the voting power of the outstanding shares of Preferred Stock, voting separately as a single class, vote “for” such approval. Abstentions will have the effect of a vote against Proposal 1. As this Proposal 1 is a “routine” matter, we do not expect any broker non-votes. If you are a beneficial owner, your broker may vote on Proposal 1. If Proposal 1 is approved and the Board decides to implement the Reverse Split Amendment, the Reverse Split Amendment will become effective on the date that the Reverse Split Amendment is filed with the Secretary of State of the State of Delaware, which time, if at all, will be determined by the Board in its sole discretion. The Board reserves the right at any time before the effective time of the Reverse Split Amendment, notwithstanding approval of Proposal 1 by the Company’s stockholders, to abandon the proposed amendment without further action by the stockholders. If Proposal 1 is not approved, the Reverse Split Amendment will not be filed with the Secretary of State of the State of Delaware.
Even Ted isn't stupid enough to believe that this will encourage people to vote Yes. In fact it's more likely to antagonize people to vote No.
My theory - he is being forced to show that he is doing all he can to keep HMNY listed by Nasdaq so that he can apply for the extension. The extension to Dec will give them enough time to report earnings and spin-off MP Entertainment.
Just a hunch..let's see how it plays out.