NEW YORK--(BUSINESS WIRE)--Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”) announced today that it has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). Under the shelf registration, once it is declared effective by the SEC, HMNY may offer and sell, from time to time, up to $400 million of a variety of its securities over the next three years.
The registration statement is intended to provide HMNY additional flexibility to finance its growth, the growth of its subsidiaries, including its majority-owned subsidiary, MoviePass Inc., and the future acquisition of films by MoviePass Ventures, through timely and cost-effective access to the capital markets.
Under the shelf registration statement, HMNY will have the flexibility to publicly offer and sell from time to time, common stock, preferred stock, warrants, subscription rights, units or any combination of such securities. HMNY may periodically offer one or more of these securities in amounts, at prices and on terms announced, if and when the securities are ever offered. The specific terms of any potential future offerings, along with the intended use of proceeds of any such securities offered by HMNY, will be described in detail in a prospectus supplement at the time of any such offering.
“We believe this universal shelf registration statement will enable us to capitalize on future growth opportunities and fund the continued expansion of MoviePass™ in particular,” said Ted Farnsworth, HMNY’s Chief Executive Officer.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer for sale, or solicitation of an offer to buy, any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. Any offering of the securities covered by the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov.
About Helios and Matheson
Helios and Matheson Analytics Inc. (Nasdaq: 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.
MoviePass, Inc. is a technology company dedicated to enhancing the exploration of cinema. As the nation's premier movie-theater subscription service, MoviePass provides film enthusiasts the ability to attend unlimited movies. The service, now accepted at more than 91% of theaters across the United States, is the nation's largest theater network. For more information, visit www.moviepass.com.
Cautionary Statement on Forward-looking Information
Certain information in this communication contains “forward-looking statements” about HMNY and MoviePass Inc. (“MoviePass”) within the meaning of the Private Securities Litigation Reform Act of 1995 or under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”), that may not be based on historical fact, but instead relate to future events. Forward-looking statements are generally identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. Such forward-looking statements include, without limitation, statements regarding MoviePass’ business and prospects. Statements regarding future events are based on HMNY’s and MoviePass’ current expectations and are necessarily subject to associated risks.
Such forward-looking statements are based on a number of assumptions. Although management of HMNY and MoviePass believe that the assumptions made and expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement contained herein will prove to be accurate. Actual results and developments (including, without limitation, the declaration of effectiveness by the SEC of the shelf registration statement, the consummation of any financing under the shelf registration statement, the continued expansion of MoviePass’ business, the acquisition of films by MoviePass Ventures and the existence of future growth opportunities for HMNY) may differ materially and adversely from those expressed or implied by the forward-looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects.
Risk factors and other material information concerning HMNY and MoviePass are described in HMNY’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 14, 2017, in HMNY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on April 14, 2017, in HMNY’s Current Report on Form 8-K filed on November 30, 2017 and other HMNY filings, including subsequent current and periodic reports, information statements and registration statements filed with the SEC. You are cautioned to review such reports and other filings at www.sec.gov.
Given these risks, uncertainties and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on HMNY’s and MoviePass’ current expectations and HMNY does not undertake an obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.
In particular, MoviePass’ subscription pricing models are new. There can be no assurance that MoviePass’ recent rate of increase in its subscribers resulting from these pricing models will be sustained. Moreover, an increase in the number of MoviePass subscribers provides no assurance that the MoviePass business model will lead to profitability.