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.
