NEW YORK– Palladium Capital Advisors, LLC acted as a financial advisor in connection with the following offering. Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and a majority owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, today announced that it has entered into a securities purchase agreement with an institutional investor for HMNY to issue convertible notes in the aggregate principal amount of $60 million (the “Notes”). The net proceeds from the issuance of the Notes will be used for general corporate purposes. HMNY is not obligated to register the resale of any shares underlying the Notes with the Securities and Exchange Commission. Absent registration, the investor may resell the shares underlying the Notes only pursuant to Rule 144 or another available exemption from registration.
The Notes will be convertible, at the option of the holder, at a fixed conversion price of $11.44, subject to adjustment.
Pursuant to the terms of the securities purchase agreement, at the closing of the financing, the investor will pay for the Notes with $25 million in cash up front and an investor note in the principal amount of $35 million payable to HMNY (the “Investor Note”). The investor may prepay the remaining balance of the Investor Note, with the resulting cash being paid to HMNY, in its discretion.
Canaccord Genuity Inc. acted as sole placement agent for the financing. Palladium Capital Advisors LLC acted as a financial advisor to HMNY in connection with the financing.
Key Transaction Details
The Notes consist of (i) Series A-1 Senior Bridge Subordinated Convertible Notes in the aggregate principal amount of $25,000,000 and (ii) Series B-1 Senior Secured Bridge Convertible Notes in the aggregate principal amount of $35,000,000 for consideration consisting of (i) an upfront cash payment in the amount of $25,000,000, and (ii) secured promissory notes payable by the investors to HMNY in the aggregate principal amount of $35,000,000 (referred to above as the Investor Note).
The investors may require HMNY to redeem the Notes at any time after five months from the issue date of the Notes, including the outstanding principal amount of the Series A-1 Notes and the portion of outstanding principal amount of the Investor Note for which the investors have prepaid to HMNY a corresponding amount of cash under the Investor Note, plus accrued unpaid interest on those amounts and a make-whole amount of interest on those amounts calculated through the two year maturity date of the Notes.
The Series A-1 Notes are not secured by any assets of HMNY or MoviePass and the Investor Note are not secured by any assets of HMNY other than the Investor Note. The conversion price of the Notes is subject to adjustment in the event the Company sells shares of common stock or common stock equivalents for less than $11.44 per share in the future, subject to customary excluded issuances.
For additional information concerning the details of the financing, please refer to the Current Report on Form 8-K to be filed by HMNY with the U.S. Securities and Exchange Commission (the “SEC”).
The Notes and shares of common stock issuable upon conversion thereof have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold absent such registration or pursuant to an available exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Helios and Matheson
Helios and Matheson Analytics Inc. (HMNY) is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY owns a majority interest in MoviePass Inc., the nation’s premier movie-theater subscription service. HMNY’s holdings include RedZone Map™, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY, and listed on the Nasdaq Capital Market under the symbol HMNY. For more information, visit us at www.hmny.com.