Helios and Matheson Analytics Inc (HMNY)

[~ Blue ~]

did they get majority for r/s??


If Proposal 1 is approved at the Special Meeting, the Company may issue the shares of common stock that would become available for issuance upon completion of any reverse split (i) pursuant to future securities offering transactions, (ii) pursuant to future acquisition transactions involving payment of consideration in equity securities of the Company, (iii) other general corporate purposes, and (iv) as of January 16, 2019, upon conversion or exercise of securities of the Company that are convertible into or exercisable for common stock, as described below:

? 10,440 shares of common stock available and reserved for issuance pursuant to the Helios and Matheson Analytics Inc. 2014 Equity Incentive Plan;

? 29,364 shares of common stock that may be issued upon the exercise of warrants by Palladium Capital Advisors LLC;

? 10,201 shares of common stock issuable upon the exercise of warrants issued to Oath Inc. upon the closing of the acquisition of Moviefone assets in April 2018;

? 2,000 shares of common stock reserved for issuance to Helios and Matheson Information Technology Ltd. in exchange for entering into prior lockup agreements and a new 12-month lockup agreement;

? 18,545 shares of common stock reserved for issuance to various officers and consultants;

? 16,000 shares of common stock issuable to MoviePass Inc. (“MoviePass”) upon receipt of stockholder approval and conversion of the convertible promissory note in the principal amount of $12 million that we issued to MoviePass upon the closing of the Securities Purchase Agreement, dated August 15, 2017, between the Company and MoviePass;

? 1,000,000,002 shares of common stock issuable upon the conversion of the Series C Warrants, Series D Warrants and Series E Warrants issued by the Company on January 16, 2019 (the “January 2019 Warrants”);

? 26,666,667 shares of common stock issuable upon the conversion of certain warrants issued to the placement agent in connection with the January 2019 Warrants; and

? 50,886 shares of common stock issuable upon the exercise of other warrants issued in public offerings.

If the Board determines to implement the Reverse Split Amendment, the Company would communicate to the public, prior to the effective time of the Reverse Split Amendment, additional details regarding the Reverse Split Amendment (including the final reverse split ratio, as determined by the Board). The Board reserves the right to elect not to proceed with the Reverse Split Amendment if it determines, in its sole discretion, that the Reverse Split Amendment is no longer in the best interests of the Company or its stockholders.

http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=13177932&RcvdDate=1/29/2019&CoName=HELIOS%20%26%20MATHESON%20ANALYTICS%20INC.&FormType=DEF%2014A&View=html