Helios and Matheson (HMNY) Prices Stock Offering at $5.50 w/Warrants

Helios and Matheson Analytics Inc. (NASDAQ: HMNY) announced the pricing of a best efforts underwritten public offering of an aggregate of 7,425,000 Series A-1 units (the “Series A-1 Units”), with each Series A-1 Unit consisting of (i) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) one Series A-1 Warrant to purchase one share of Common Stock (the “Series A-1 Warrants”); and 11,675,000 Series B-1 units (the “Series B-1 Units”, and together with the Series A-1 Units, the “Units”), with each Series B-1 Unit consisting of (i) one pre-funded Series B-1 Warrant to purchase one share of Common Stock (the “Series B-1 Warrants”, and together with the Series A-1 Warrants, the “Warrants”) and (ii) one Series A-1 Warrant, with anticipated gross proceeds of approximately $ 105 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by HMNY. HMNY is offering the Units at a price of $5.50 per Unit. All of the Units are being offered by HMNY. The shares of common stock and warrants will be issued separately. The Warrants will be exercisable at any time on or after the issuance date until the five-year anniversary of the issuance date. Each Series A-1 Warrant will be exercisable at a price of $6.50 per share of common stock. Each Series B-1 Warrant will have an aggregate exercise price of $5.50 per share of common stock, all of which will be pre-funded except for a nominal exercise price of $0.001 per share of common stock. There is no established public trading market for the Warrants and HMNY does not expect a market to develop in the future. The offering is expected to close on or about February 15, 2018, subject to customary closing conditions. HMNY may use the net proceeds from this offering to increase the Company’s ownership stake in MoviePass or to support the operations of MoviePass and MoviePass Ventures; to satisfy a portion or all of the amounts payable in connection with previously issued convertible notes; and for general corporate purposes and transaction expenses. The Company may also use the proceeds to make other acquisitions.

Canaccord Genuity is acting as sole book-running manager and Maxim Group LLC is acting as co-manager for the offering. Palladium Capital Advisors, LLC acted as a financial advisor in connection with the offering.

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