HMNY / Helios and Matheson Analytics Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

HMNY / Helios and Matheson Analytics Inc / Hudson Bay Capital Management LP - HMNY 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L309 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Helios and Matheson Analytics Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L309 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

HMNY / Helios and Matheson Analytics Inc. / Hudson Bay Capital Management LP - HMNY 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L309 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2020 HELIOS AND MATHESON ANALYTICS INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2019 HELIOS AND MATHESON ANALYTICS INC.

September 16, 2019

Exhibit 99.1 September 16, 2019 To the Board of Directors of Helios and Matheson Analytics, Inc. Gentlemen, It has been my pleasure to serve as Chairman and CEO of Helios and Matheson for the past three plus years. I am proud of the way we built MoviePass into the largest movie subscription company in the country, transforming the movie theatrical industry in the process. I must advise, however, t

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2019 HELIOS AND MATHESON ANALYTICS INC.

Board of Directors of Helios and Matheson Analytics Inc. Forms Strategic Review Committee

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Stephanie Goldman/Mark Havenner The Pollack PR Marketing Group (310) 556-4443 [email protected]/[email protected] Board of Directors of Helios and Matheson Analytics Inc. Forms Strategic Review Committee NEW YORK- September 13, 2019 – Helios and Matheson Analytics Inc. (the “Company” or “HMNY”) today announced that its board of directors has for

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2019 HELIOS AND MATHESON ANALYTICS INC.

Dear MoviePass™ Subscribers,

Exhibit 99.2 Dear MoviePass™ Subscribers, Over the past several months, MoviePass™ worked hard to relaunch its groundbreaking subscription service and recapitalize the company. While we were able to relaunch the service for some of our subscribers with an improved technology platform, our efforts to recapitalize the company have not been successful to date. As a result, it pains us to inform you t

HMNY / Helios and Matheson Analytics Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-22945 CUSIP Number: 42327L200 (Check One) ☐ Form 10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Form of Waiver Agreement by and between the Company and the investor signatory thereto

Exhibit 10.1 EXECUTION COPY WAIVER AGREEMENT This Waiver Agreement (this “Agreement”) is entered into as of the 9th day of July, 2019, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following fact

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2019 HELIOS AND MATHESON ANALYTICS INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2019 HELIOS AND MATHESON ANALYTICS INC.

Form of Indemnification Agreement by and between the Company and Robert Damon.

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 12th day of June, 2019, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Corporation”), and Robert Damon (“Indemnitee”), a director and/or officer of the Corporation. RECITALS A. It is essential to the Corporation to retain the directors and/or officers of the C

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2019 HELIOS AND MATHESON ANALYTICS INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. NT 10-Q NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-22945 CUSIP Number: 42327L200 (Check One) ☐ Form 10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

HMNY / Helios and Matheson Analytics Inc. DEF 14A DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of

Form of Exchange Agreement, dated as of April 30, 2019, among the Company and certain warrant holders

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of April 30, 2019, is entered into by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and the party identified as “Holder” on the signature page hereto (the “Holder”). WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of March 25,

Form of Debenture

Exhibit 4.1 Original Issue Date: April , 2019 (exchanged for Series F-2 Warrants) $700,000 12% DEBENTURE Due November 1, 2020 THIS 12% DEBENTURE is one of a series of duly authorized and validly issued 12% Debentures of Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), having its principal place of business at Empire State Building 350 5th Ave., Suite 7520 New York, NY 10

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 HELIOS AND MATHESON ANALYTICS INC.

Form of Exchange Agreement, dated as of April 30, 2019, among the Company and certain warrant holders

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of April 30, 2019, is entered into by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and the party identified as “Holder” on the signature page hereto (the “Holder”). WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of March 25,

Form of Debenture

Exhibit 4.1 Original Issue Date: April , 2019 (exchanged for Series F-2 Warrants) $700,000 12% DEBENTURE Due November 1, 2020 THIS 12% DEBENTURE is one of a series of duly authorized and validly issued 12% Debentures of Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), having its principal place of business at Empire State Building 350 5th Ave., Suite 7520 New York, NY 10

HMNY / Helios and Matheson Analytics Inc. DEFA14A CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 HELIOS AND MATHESON ANALYTICS INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2019 HELIOS AND MATHESON ANALYTICS INC.

184,800 Shares of Series B Preferred Stock (Including Shares of Series B Preferred Stock Underlying the Series F-1 Preferred Stock Purchase Warrants, Series F-2 Preferred Stock Purchase Warrants and Placement Agent Warrants); Series F-1 Preferred Sto

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated July 5, 2018 Registration No.

MoviePass™ and MoviePass Films Parent Company Raises $6 Million in New Round of Financing

Exhibit 99.1 MoviePass™ and MoviePass Films Parent Company Raises $6 Million in New Round of Financing NEW YORK, March 26, 2019 – MoviePass™ and MoviePass Films’ parent company, Helios and Matheson Analytics Inc. (OTC: HMNY) (“Helios”), today announced it has raised a $6 million new round of financing. Helios plans to use the net proceeds of the financing to accelerate MoviePass’ product developme

Form of Series F-1 Warrant and Series F-2 Warrant

Exhibit 4.1 SERIES F-[1][2] PREFERRED STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: March 25, 2019 Initial Exercise Date: [March 25, 2019] [The date that Shareholder Approval is obtained and deemed effective] THIS SERIES F-[1][2] PREFERRED STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, u

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2019 HELIOS AND MATHESON ANALYTICS INC.

Form of Securities Purchase Agreement, dated as of March 25, 2019, among the Company and certain purchasers set forth in the signature pages thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2019, between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and

Form of Placement Agent Warrant

Exhibit 4.2 PLACEMENT AGENT PREFERRED STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: March 25, 2019 Initial Exercise Date: The date that Shareholder Approval is obtained and deemed effective THIS PLACEMENT AGENT PREFERRED STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and s

Certificate of Designation

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF helios and matheson analytics inc. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Helios and Matheson Analytics Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that the following resolution

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. AMENDMENT NO. 1 TO FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-22

HMNY / Helios and Matheson Analytics Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-22945 CUSIP Number: 42327L200 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2019 HELIOS AND MATHESON ANALYTICS INC.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. / Calc Iii Lp - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 19341 (Amendment No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2019 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. / Verizon Communications Inc - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L309 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Current Report

8-K 1 f8k020119heliosandmathe.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (Sta

Amended and Restated Limited Liability Company Agreement of MoviePass Films LLC, dated as of February 1, 2019

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MoviePass Films LLC Dated as of February 1, 2019 TABLE OF CONTENTS Article I DEFINITIONS 2 1.1 Defined Terms 2 1.2 Interpretation 11 Article II ORGANIZATIONAL MATTERS 12 2.1 Formation 12 2.2 Name and Offices 12 2.3 Purposes 12 2.4 Term 12 2.5 Fiscal Year 12 2.6 Tax Classification 12 2.7 State-Law Partnership

HMNY / Helios and Matheson Analytics Inc. / Hudson Bay Capital Management LP - HMNY 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L309 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

HMNY / Helios and Matheson Analytics Inc. PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. / Deng Yunxi Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Form of Securities Purchase Agreement, dated as of January 15, 2019, among the Company and certain purchasers set forth in the signature page thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2019, between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms a

Form of Series D Warrant

Exhibit 4.2 SERIES D COMMON STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: January 16, 2019 Initial Exercise Date: July 16, 2019 THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2019 HELIOS AND MATHESON ANALYTICS INC.

Form of Series E Warrant

Exhibit 4.3 SERIES E COMMON STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: January 16, 2019 Initial Exercise Date: July 16, 2019 THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

Form of Placement Agent Warrant

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: January 16, 2019 Initial Exercise Date: July 16, 2019 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions he

Helios and Matheson Analytics Inc. Announces $5.4 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 Helios and Matheson Analytics Inc. Announces $5.4 Million Registered Direct Offering Priced At-the-Market New York, NY – (January 16, 2019) - Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc., today announced that it has entered into definitive agreements with certain institutio

Form of Series C Warrant

Exhibit 4.1 SERIES C COMMON STOCK PURCHASE WARRANT Helios and Matheson Analytics Inc. Warrant Shares: Issue Date: January 16, 2019 Initial Exercise Date: July 16, 2019 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

333,333,334 Common Units (each Common Unit contains One Share of Common Stock, One Series C Common Stock Purchase Warrant, One Series D Common Stock Purchase Warrant and One Series E Common Stock Purchase Warrant); Placement Agent Warrants to Purchas

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated July 5, 2018 Registration No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2018 HELIOS AND MATHESON ANALYTICS INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2018 HELIOS AND MATHESON ANALYTICS INC.

Form of Series B Senior Note issued by the Company to the Holders

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION

Form of December 2018 Amendment and Exchange Agreement by and between the Company and the Holders, dated December 18, 2018

Exhibit 10.1 FORM OF DECEMBER 2018 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the day of December, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Holder”),

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2018 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. NOTIFICATION OF LATE FILING

hmny20170515nt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-22945 CUSIP Number: 42327L200 (Check One) ☐ Form 10-K ☐ Form 20-F ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo

HMNY / Helios and Matheson Analytics Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-22945 HELIOS AND MATHE

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

DEFA14A 1 defa14a103118helios.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 defa14a1018heliosandmath.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the ap

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Current Report

8-K 1 f8k101518heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Helios and Matheson Analytics Inc. Stockholders Vote “FOR” the Proposed Reverse Stock Split and Related Proposal

Exhibit 99.1 HMNY Contact: The Pollack PR Marketing Group Stephanie Goldman/Mark Havenner, 310-556-4443 [email protected] / [email protected] Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Helios and Matheson Analytics Inc. Stockholders Vote “FOR” the Proposed Reverse Stock Split and Related Proposal NEW YORK, October 15, 2018 –– Helios and Matheson Analytics Inc.

October 2018 Amendment and Exchange Agreement, dated as of October 4, 2018, by and between the Company and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2018).

Exhibit 10.1 OCTOBER 2018 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 4th day of October, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Holder”), with

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k100318heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (S

Form of Senior Note issued by the Company in favor of Hudson Bay Master Fund Ltd (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2018).

Exhibit 4.1 [FORM OF SENIOR NOTE] THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMEN

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a0918heliosandmath.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropri

HMNY / Helios and Matheson Analytics Inc. PRELIMINARY PROXY STATEMENT

PRE 14A 1 pre14a0918heliosandmath.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropr

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2018 HELIOS AND MATHESON ANALYTICS INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k082518heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (S

Carl J. Schramm Resignation Letter, dated August 25, 2018.

Exhibit 17.1 CARL J. SCHRAMM POST OFFICE BOX 531 BROOKLANDVILLE, MARYLAND 21022 August 25, 2018 Mr. Theodore Farnsworth Chief Executive Officer and Chairman of the Board of Directors Helios and Matheson Analytics, Inc. Empire State Building 350 Fifth Avenue, Suite 7520 New York, New York 10118 Via electronic transmission to [EMAIL ADDRESS] and by Federal Express Dear Ted: As you know, for several

HMNY / Helios and Matheson Analytics Inc. / Apex Trading Group Inc - HELIOS & MATHESON ANALYTICS INC. SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 42327L309 (CUSIP Number) Apex Trading Group.Inc Room 1816,Zhonghuan International business building and Finance Counsel No.105,zhongshan north road,gu

Registration Rights Agreement, dated April 4, 2018, by and between the Company and Oath Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 14, 2018).

Exhibit 10.2 CONFIDENTIAL REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2018, by and between Oath Inc., a Delaware corporation (“Seller”) and Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”). WHEREAS: A. Pursuant to that certain Asset Purchase Agreement, dated as of April 4, 2018 (the “Asset Purchase Agreement”), by an

HMNY / Helios and Matheson Analytics Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-22945 HELIOS AND MATHESON A

HMNY / Helios and Matheson Analytics Inc. / Deng Yunxi Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Lock-Up Agreement, dated as of April 4, 2018, by and between the Company and Oath Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 14, 2018).

Exhibit 10.3 CONFIDENTIAL LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of April 4, 2018 by and between Oath Inc., a Delaware corporation (“Seller”) and Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below). Seller a

Warrant to Purchase Common Stock, dated April 4, 2018, issued by the Company in favor of Oath Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 14, 2018).

Exhibit 10.4 THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Equity Distribution Agreement, dated April 18, 2018, by and between the Company and Canaccord Genuity LLC. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 14, 2018).

Exhibit 10.5 EXECUTION COPY HELIOS AND MATHESON ANALYTICS INC. $150,000,000 equity distribution AGREEMENT April 18, 2018 Canaccord Genuity LLC 99 High Street, Suite 1200 Boston, Massachusetts 02110 Ladies and Gentlemen: Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as of the date first

Asset Purchase Agreement, dated as of April 4, 2018, by and between the Company and Oath Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 14, 2018).

Exhibit 10.1 CONFIDENTIAL EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between OATH INC., as Seller, and HELIOS AND MATHESON ANALYTICS INC., as Buyer Dated as of April 4, 2018 1. PURCHASE AND SALE OF THE BUSINESS 1 1.1 Purchase and Sale of Assets 1 1.2 Excluded Assets 2 1.3 Closing Consideration 3 1.4 Assumed Liabilities 3 1.5 Excluded Liabilities 4 1.6 Non-Assignable Assets 5 1.7 Conveyance

MoviePass Leverages its Power at the Box Office Contributing Significantly to a Record-Setting Domestic Box Office for the First Half of 2018 Strong Partner to Distributors, Studios, and Brands, MoviePass Boosts Revenue & Deals

EX-99.1 2 f8k073118bex99-1helios.htm PRESS RELEASE DATED AUGUST 1, 2018 Exhibit 99.1 MoviePass Leverages its Power at the Box Office Contributing Significantly to a Record-Setting Domestic Box Office for the First Half of 2018 Strong Partner to Distributors, Studios, and Brands, MoviePass Boosts Revenue & Deals NEW YORK, NY – August 1, 2018 – MoviePass™, the nation’s premier movie theater subscrip

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2018 HELIOS AND MATHESON ANALYTICS INC.

Current Report

8-K 1 f8k073118aheliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (St

MoviePass Accelerates Plan For Profitability New Cost-Reduction and Subscription Revenue Increase Measures Have Been Implemented, Currently Cutting the Monthly Burn by 60%

Exhibit 99.1 MoviePass Accelerates Plan For Profitability New Cost-Reduction and Subscription Revenue Increase Measures Have Been Implemented, Currently Cutting the Monthly Burn by 60% NEW YORK— (July 31, 2018) — MoviePass™, the nation’s premier movie theater subscription service and a majority-owned subsidiary of Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“Helios”), today announced the im

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 HELIOS AND MATHESON ANALYTICS INC.

Demand Promissory Note.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2018 HELIOS AND MATHESON ANALYTICS INC.

Helios and Matheson Analytics Inc. Announces 1-for-250 Reverse Stock Split Shares of Common Stock Will Begin Trading on Split-Adjusted Basis on July 25, 2018

Exhibit 99.1 Helios and Matheson Analytics Inc. Announces 1-for-250 Reverse Stock Split Shares of Common Stock Will Begin Trading on Split-Adjusted Basis on July 25, 2018 NEW YORK-(July 24, 2018)-Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY” or the “Company”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s pre

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 HELIOS AND MATHESON ANALYTICS INC.

Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2018).

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of Helios and Matheson Analytics Inc. Under Section 242 of the Delaware General Corporation Law Helios and Matheson Analytics Inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of the Corporation is hereby amended as

Current Report

8-K/A 1 f8k072318a1heliosandmath.htm AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945

Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2018).

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of Helios and Matheson Analytics Inc. Under Section 242 of the Delaware General Corporation Law Helios and Matheson Analytics Inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of the Corporation is hereby amended as

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2018 HELIOS AND MATHESON ANALYTICS INC.

Demand Promissory Note.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Amendment No. 1 to Waiver Agreement dated July 13, 2018 between the Company and the investor signatory thereto.

Exhibit 10.1 AMENDMENT NO 1. TO WAIVER AGREEMENT This Amendment No. 1, is being entered into as of the 13th day of July, 2018 (this “Amendment”), to that certain Waiver Agreement (the “Original Waiver Agreement”, and as amended by this Amendment, the “Amended Waiver Agreement”), dated July 10, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at E

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2018 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 defa14a071218heliosandmath.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the

Waiver Agreement, dated July 10, 2018, between the Company and the investor signatory thereto.

Exhibit 10.1 WAIVER AGREEMENT This Waiver Agreement (this “Agreement”) is entered into as of the 10th day of July, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Prior to

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2018 HELIOS AND MATHESON ANALYTICS INC.

Subject to completion dated July 10, 2018 Series A-3 Units consisting of One Share of Common Stock and One Series A-3 Warrant to Purchase Shares of Common Stock Series B-3 Units consisting of One Pre-Funded Series B-3 Warrant to Purchase One Share of

The information in this preliminary prospectus supplement is not complete and may be changed.

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a0718heliosandmathe.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropr

HMNY / Helios and Matheson Analytics Inc. CORRESP

CORRESP 1 filename1.htm Helios and Matheson Analytics Inc. Empire State Building, 350 Fifth Avenue Suite 7520 New York, New York 10118 (212) 979-8228 July 3, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Josh Shainess, Staff Attorney Re: Helios and Matheson Analytics Inc. Registration Statement on Form S-3 File No. 333-2260

HMNY / Helios and Matheson Analytics Inc. SOLICITING MATERIAL PURSUANT TO 240.14A-12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2017 and for the quarter ended March 31, 2018 (incorporated by reference from the Registration Statement on Form S-3 under the heading “Unaudited Pro Forma Financial Information” filed with the SEC on July 2, 2018).

As filed with the Securities and Exchange Commission on July 2, 2018 Registration No.

Form of Indenture for Debt Securities

Exhibit 4.2 HELIOS AND MATHESON ANALYTICS INC. INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 6 Section 1.1. Definitions 6 Section 1.2. Other Definitions 9 Section 1.3. Incorporation by Reference of Trust Indenture Act 9 Section 1.4. Rules of Construction 9 Article II. THE SECURITIES 10 Section 2.1. Issuable in Series 10

Form of Voting Agreement, dated June 28, 2018, by and between the Company and the stockholder signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2018).

Exhibit 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of June 28, 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the stockholder signatory hereto (the “Investor”). WHEREAS, the Company and the Investor have entered into an Exchange Agree

Amendment No. 1 to the Securities Purchase Agreement, dated as of June 28, 2018, by and between the Company and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2018).

Exhibit 10.4 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 to the SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 28, 2018, is entered into by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and Hudson Bay Master Fund Ltd., as the Required Holder (“Buyer”): WHEREAS, reference is made to the Securities Purchase Agree

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2018 HELIOS AND MATHESON ANALYTICS INC.

Form of Amendment and Exchange Agreement, dated June 28, 2018, by and between the Company and the holder signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2018).

Exhibit 10.1 JUNE 2018 AMENDMENT AND EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 28th day of June, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Holder”), with refer

Form of Leak-Out Agreement by and between the Company and the signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2018).

Exhibit 10.3 Attn: Dear Sirs: This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with that certain understanding by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the undersigned (“Holder”). Reference is hereby made to that certain Amendme

Certificate of Designations, Preferences and Rights of the Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2018).

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PREFERRED STOCK OF HELIOS AND MATHESON ANALYTICS INC. I, Stuart Benson, hereby certify that I am the Secretary of Helios and Matheson Analytics Inc. (the “Company”), a corporation incorporated and existing under the General Corporation Law of the State of Delaware (the “DGCL”) and further do hereby certify: That pursua

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2018 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2018 HELIOS AND MATHESON ANALYTICS INC.

Certificate of Designations of Series A Preferred Stock.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PREFERRED STOCK OF HELIOS AND MATHESON ANALYTICS INC. I, Stuart Benson, hereby certify that I am the Secretary of Helios and Matheson Analytics Inc. (the “Company”), a corporation incorporated and existing under the General Corporation Law of the State of Delaware (the “DGCL”) and further do hereby certify: That pursua

Form of Voting and Lockup Agreement, by and between the Company and Helios & Matheson Information Technology, Ltd. and Helios & Matheson Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.6 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of June [ ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Helios & Matheson Information Technology, Ltd, an Indian corporation, and its wholly-owned subs

Form of Certificate of Designations of Series A Preferred Stock.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PREFERRED STOCK OF HELIOS AND MATHESON ANALYTICS INC. I, , hereby certify that I am the of Helios and Matheson Analytics Inc. (the “Company”), a corporation incorporated and existing under the General Corporation Law of the State of Delaware (the “DGCL”) and further do hereby certify: That pursuant to the authority exp

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2018 HELIOS AND MATHESON ANALYTICS INC.

Form of Series B-2 Senior Secured Bridge Convertible Note issued by the Company in favor of the holder thereof (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 4.1 [FORM OF SERIES B-2 SENIOR SECURED BRIDGE CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN

Form of Voting Agreement by and between the Company and the stockholder signatory thereto (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.8 VOTING AGREEMENT VOTING AGREEMENT, dated as of June , 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the stockholder signatory hereto (the “Investor”). WHEREAS, the Company and certain investors (including the Investor) (each,

Form of Master Netting Agreement, by and among the Company and the investor signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.3 MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of June , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).

Helios and Matheson Analytics Inc. Enters Into Agreement to Issue $164.0 Million in Convertible Notes

EX-99.1 12 f8k0618ex99-1heliosand.htm PRESS RELEASE Exhibit 99.1 Helios and Matheson Analytics Inc. Enters Into Agreement to Issue $164.0 Million in Convertible Notes Thursday, June 21, 2018 (GMT) Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theat

Form of Voting and Lockup Agreement, by and between the Company and Theodore Farnsworth (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.5 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of June [ ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Theodore Farnsworth, an individual (the “Stockholder”). WHEREAS, the Company and certain buyers

Form of Secured Promissory Note issued by the investors in favor of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SECURED PROMISSORY NOTE New Yor

Form of Guaranty made by MoviePass, Inc. and each direct and indirect subsidiary of MoviePass, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.4 GUARANTY This GUARANTY, dated as of June , 2018 (this “Guaranty”), is made by MoviePass, Inc., a Delaware corporation (“MoviePass”), and each direct and indirect Subsidiary of MoviePass who shall hereafter become a party hereto as provided for in Section 6(b) (together with MoviePass, each a “Guarantor”, and collectively, the “Guarantors”), in favor of [] (together with its successors

Form of Securities Purchase Agreement, dated as of June 21, 2018, by and between the Company and the investors listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buy

Form of Note Purchase Agreement, by and between the Company and the investor signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2018).

Exhibit 10.2 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”). WHEREAS: A. Concurrently herewith, the Company, the Investor and ce

Form of Investor Note to be issued by the Buyers.

Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SECURED PROMISSORY NOTE New Yor

Form of Securities Purchase Agreement, by and among the Company and the Buyers.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 21, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buy

Form of Master Netting Agreement.

Exhibit 10.3 MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of June , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”).

HMNY / Helios and Matheson Analytics Inc. CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2018 HELIOS AND MATHESON ANALYTICS INC.

Form of Voting and Lockup Agreement for HMIT.

Exhibit 10.6 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of June [ ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Helios & Matheson Information Technology, Ltd, an Indian corporation, and its wholly-owned subs

Form of Voting Agreement between the Company and the Buyers.

Exhibit 10.8 VOTING AGREEMENT VOTING AGREEMENT, dated as of June , 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the stockholder signatory hereto (the “Investor”). WHEREAS, the Company and certain investors (including the Investor) (each,

Form of Voting and Lockup Agreement for Theodore Farnsworth.

Exhibit 10.5 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of June [ ], 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Theodore Farnsworth, an individual (the “Stockholder”). WHEREAS, the Company and certain buyers

Form of Notes to be issued by the Company.

Exhibit 4.1 [FORM OF SERIES B-2 SENIOR SECURED BRIDGE CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN

Press Release

Exhibit 99.1 Helios and Matheson Analytics Inc. Enters Into Agreement to Issue $164.0 Million in Convertible Notes Thursday, June 21, 2018 (GMT) Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, today announced that it has

Form of Guaranty.

Exhibit 10.4 GUARANTY This GUARANTY, dated as of June , 2018 (this “Guaranty”), is made by MoviePass, Inc., a Delaware corporation (“MoviePass”), and each direct and indirect Subsidiary of MoviePass who shall hereafter become a party hereto as provided for in Section 6(b) (together with MoviePass, each a “Guarantor”, and collectively, the “Guarantors”), in favor of [] (together with its successors

Form of Note Purchase Agreement.

Exhibit 10.2 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”). WHEREAS: A. Concurrently herewith, the Company, the Investor and ce

Form of Certificate of Designations of Series A Preferred Stock.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A PREFERRED STOCK OF HELIOS AND MATHESON ANALYTICS INC. I, , hereby certify that I am the of Helios and Matheson Analytics Inc. (the “Company”), a corporation incorporated and existing under the General Corporation Law of the State of Delaware (the “DGCL”) and further do hereby certify: That pursuant to the authority exp

HMNY / Helios and Matheson Analytics Inc. PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of

Amendment No. 2 to January Securities Purchase Agreement and Convertible Notes, entered into as of June 1, 2018, by and between the Company and the investor signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2018).

Exhibit 10.2 AMENDMENT NO. 2 TO JANUARY SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTES This Amendment No. 2 to January Securities Purchase Agreement and Convertible Notes (this “Amendment”) is entered into as of June 1, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the follow

Current Report

8-K 1 f8k060118heliosandmath.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (State or

Amendment No. 1 to November Securities Purchase Agreement and Convertible Notes, entered into as of June 1, 2018, by and between the Company and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2018).

Exhibit 10.1 AMENDMENT NO. 1 TO NOVEMBER SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTES This Amendment No. 1 to November Securities Purchase Agreement and Convertible Notes (this “Amendment”) is entered into as of June 1, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the foll

HMNY / Helios and Matheson Analytics Inc. / Calc Iii Lp - SCHEDULE 13G Passive Investment

SC 13G 1 tv495182sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 19341 Helios and Matheson Analytics Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 42327L200 (CUSIP Number) May 10, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropr

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock of Helios and Matheson Analytics Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Ex

HMNY / Helios and Matheson Analytics Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-22945 HELIOS AND MATHESON

Other Events

8-K 1 f8k050818heliosandmath.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (State or

10,500,000 Series A-2 Units consisting of One Share of Common Stock and One Series A-2 Warrant to Purchase One Share of Common Stock 500,000 Series B-2 Units consisting of One Pre-Funded Series B-2 Warrant to Purchase One Share of Common Stock and On

424B5 1 f424b5041918cmpoheliosmath.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated February 9, 2018 Registration No. 333-222685 10,500,000 Series A-2 Units consisting of One Share of Common Stock and One Series A-2 Warrant to Purchase One Share of Common Stock 500,000 Series B-2 Units consisting of One Pre-Funded Series B-2 Warrant to Purchase O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k041618helios.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (State or othe

Subscription Agreement, dated April 16, 2018, by and between MoviePass Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2018).

EX-10.1 2 f8k041618ex10-1helios.htm SUBSCRIPTION AGREEMENT Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of April 16, 2018, by and between MoviePass Inc., a Delaware corporation (the “Corporation”), and Helios and Matheson Analytics Inc., a Delaware corporation (the “Subscriber”). Recitals: WHEREAS, from February 27, 2018 through April 13, 20

Form of B-2 Warrant issued by the Company in favor of the holder thereof (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2018).

Exhibit 4.2 [FORM OF B-2 WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: [●] Date of Issuance: April [●], 2018 (“Issuance Date”) Helios and Matheson Analytics Inc., a Delaware corpor

Underwriting Agreement, dated April 19, 2018, between the Company and Canaccord Genuity LLC, on behalf of itself and as representative of the underwriters named therein.

Exhibit 1.1 EXECUTION VERSION Helios and Matheson Analytics Inc. (a Delaware corporation) 10,500,000 Series A-2 Units Consisting of 10,500,000 Shares of Common Stock and Series A-2 Warrants to Purchase 10,500,000 Shares of Common Stock 500,000 Series B-2 Units Consisting of 500,000 Pre-Funded Series B-2 Warrants to Purchase 500,000 Shares of Common Stock and Series A-2 Warrants to Purchase 500,000

Helios and Matheson Analytics Announces Proposed Public Officering of Common Stock and Warrants

Exhibit 99.1 Helios and Matheson Analytics Announces Proposed Public Officering of Common Stock and Warrants NEW YORK (April 18, 2018) – Helios and Matheson Analytics Inc. (NASDAQ: HMNY) (“HMNY”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, today announced that it has commenc

Helios and Matheson Analytics Announces Pricing of $30 Million Public Offering

Exhibit 99.2 Helios and Matheson Analytics Announces Pricing of $30 Million Public Offering NEW YORK-(April 19, 2018)-Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, today announced the pricing of a best efforts underwri

Form of A-2 Warrant issued by the Company in favor of the holder thereof (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2018).

Exhibit 4.1 [FORM OF A-2 WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: [●] Date of Issuance: April [●], 2018 (“Issuance Date”) Helios and Matheson Analytics Inc., a Delaware corpor

Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2018 HELIOS AND MATHESON ANALYTICS INC.

Helios and Matheson Analytics Announces At-the-Market Equity Offering Facility

Exhibit 99.1 Helios and Matheson Analytics Announces At-the-Market Equity Offering Facility NEW YORK (April 18, 2018) — Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and the 92% owner of MoviePass Inc. (“MoviePass”), the nation’s premier movie-theater subscription service, entered into an At-the-Market (ATM) equity offering

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 f8k041818heliosandmath.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (State

Subject to completion dated April 18, 2018 Series A-2 Units consisting of One Share of Common Stock and One Series A-2 Warrant to Purchase Shares of Common Stock Series B-2 Units consisting of One Pre-Funded Series B-2 Warrant to Purchase One Share o

The information in this preliminary prospectus supplement is not complete and may be changed.

Up to $150,000,000 of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated February 9, 2018 Registration No.

HMNY / Helios and Matheson Analytics Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One): ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-22945 HELIOS AND MATH

List of subsidiaries.

Exhibit 21.1 Helios AND MATHESON ANALYTICS INC. List of Subsidiaries Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Fictitious Name (if any) Helios and Matheson Global Services Pvt. Ltd. India None HMNY Zone Loan LLC Delaware None MoviePass Inc. Delaware None MoviePass Ventures, LLC Delaware None Zone Technologies, Inc. Nevada RedZone Map

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Helios and Matheson Analytics Inc.

HMNY / Helios and Matheson Analytics Inc. / Verizon Communications Inc - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L200 (CUSIP Number) April 4, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Helios and Matheson Analytics + MoviePass™ Acquire Moviefone in Strategic Move Acquisition of Iconic Entertainment Brand from Oath Inc., a Verizon Company, Expected to Fuel Additional MoviePass Subscriber Growth and Expand Advertising Platform

Exhibit 99.1 Helios and Matheson Analytics + MoviePass™ Acquire Moviefone in Strategic Move Acquisition of Iconic Entertainment Brand from Oath Inc., a Verizon Company, Expected to Fuel Additional MoviePass Subscriber Growth and Expand Advertising Platform NEW YORK, NY – April 05, 2018 – Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”) and MoviePass Inc. (“MoviePass”), the nation’s premi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 f8k040418helios.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 4, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-22945 13-3169913 (State or Other

HMNY / Helios and Matheson Analytics Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-22945 CUSIP Number: 42327L200 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Trans

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

8-K 1 f8k030918heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (Sta

Helios and Matheson Analytics Inc. Announces Plans to Spin-Off Zone Technologies, Inc. to Become a Separate Public Company Spin-Off to be Effected through a Dividend Distribution of Zone Technologies Shares

Exhibit 99.1 Helios and Matheson Analytics Inc. Announces Plans to Spin-Off Zone Technologies, Inc. to Become a Separate Public Company Spin-Off to be Effected through a Dividend Distribution of Zone Technologies Shares NEW YORK (March 15, 2018) — Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a provider of information technology services and solutions and owner of a controlling inter

Lock-Up Agreement, dated March 14, 2018, by and between the Company and Theodore Farnsworth (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2018).

Exhibit 10.1 March 14, 2018 Theodore Farnsworth c/o Helios and Matheson Analytics Inc. Empire State Building 350 5th Avenue New York, New York 10118 Dear Ted: This letter memorializes our agreement pursuant to which you covenant and agree that, during the period commencing on the date hereof (the “Effective Date”) and ending 24 months from the Effective Date, you shall not (A) sell, offer to sell,

Subscription Agreement between Helios and MoviePass, dated March 8, 2018.

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of March 8, 2018, by and between MoviePass Inc., a Delaware corporation (the “Corporation”), and Helios and Matheson Analytics Inc., a Delaware corporation (the “Subscriber”). Recitals: WHEREAS, from December 19, 2017 through February 20, 2018 the Subscriber has previously advanced $55,525,000 in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k030818heliosandmatheson.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (State or

7,425,000 Series A-1 Units consisting of One Share of Common Stock and One Series A-1 Warrant to Purchase One Share of Common Stock 11,675,000 Series B-1 Units consisting of One Pre-Funded Series B-1 Warrant to Purchase One Share of Common Stock and

424B5 1 f424b5021418heliosandmath.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated February 9, 2018 Registration No. 333-222685 7,425,000 Series A-1 Units consisting of One Share of Common Stock and One Series A-1 Warrant to Purchase One Share of Common Stock 11,675,000 Series B-1 Units consisting of One Pre-Funded Series B-1 Warrant to Purchase

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 f8k0218heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (S

Form of Series A-1 Warrant.

Exhibit 4.1 [FORM OF WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: [?] Date of Issuance: February 15, 2018 (?Issuance Date?) Helios and Matheson Analytics Inc., a Delaware corporat

Helios and Matheson Analytics Announces Pricing of $105 Million Public Offering

Exhibit 99.2 Helios and Matheson Analytics Announces Pricing of $105 Million Public Offering NEW YORK (February 13, 2018) ? 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 the pricing of a best efforts

Helios and Matheson Analytics Announces Proposed Public Offering of Common Stock and Warrants

Exhibit 99.1 Helios and Matheson Analytics Announces Proposed Public Offering of Common Stock and Warrants NEW YORK (February 12, 2018) ? 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 com

Underwriting Agreement, dated February 13, 2018, between the Company and Canaccord Genuity Inc., on behalf of itself and as representative of the underwriters named therein.

Exhibit 1.1 Helios and Matheson Analytics Inc. (a Delaware corporation) 7,425,000 Series A-1 Units Consisting of 7,425,000 Shares of Common Stock and Series A-1 Warrants to Purchase 7,425,000 Shares of Common Stock 11,675,000 Series B-1 Units Consisting of 11,675,000 Pre-Funded Series B-1 Warrants to Purchase 11,675,000 Shares of Common Stock and Series A-1 Warrants to Purchase 11,675,000 Shares o

Form of Series B-1 Warrant.

Exhibit 4.2 [FORM OF PREPAID WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: [?] Date of Issuance: February 15, 2018 (?Issuance Date?) Helios and Matheson Analytics Inc., a Delaware

Subject to completion dated February 12, 2018 Series A-1 Units consisting of One Share of Common Stock and One Series A-1 Warrant to Purchase          Shares of Common Stock Series B-1 Units consisting of One Pre-Funded Series B-1 Warrant to Purchase

424B5 1 f424b5021218heliosandmath.htm PROSPECTUS SUPPLEMENT The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.3 Unaudited Pro Forma Condensed Combined Financial Information On November 9, 2016 the Company merged with Zone Technologies Inc. (?Zone?) and issued 1,740,000 shares of its common stock as merger consideration which represented an exchange ratio of 0.174 shares of the Company?s common stock for each share of Zone common stock outstanding with Zone surviving the merger as the Company?s

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2017 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 42327L200 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 42327L200 (

HMNY / Helios and Matheson Analytics Inc. CORRESP

CORRESP 1 filename1.htm February 9, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office AD 11 – Telecommunications Attn.: Kathryn Jacobson, Senior Staff Accountant and Joseph Kempf, Senior Staff Accountant Re: Form 8-K filed November 2, 2017 Form 8-K filed November 30, 2017 File No. 000-22945 Ladies and Gentlemen: This letter is written in respons

Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2018).

Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of Helios and Matheson Analytics Inc. Under Section 242 of the Delaware General Corporation Law Helios and Matheson Analytics Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: The Certificate of Incorporation of the Corporation is hereby amended as

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

8-K 1 f8k020518heliosandmatheson.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (

HMNY / Helios and Matheson Analytics Inc. / Hudson Bay Capital Management LP - HELIOS AND MATHESON ANALYTICS INC. SC13G/A Passive Investment

FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42327L200 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Form of Voting and Lockup Agreement for HMIT.

Exhibit 10.6 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of January 23, 2018 (this ?Agreement?), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the ?Company?), and Helios & Matheson Information Technology, Ltd, an Indian corporation, and its wholly-owned su

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2018 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For use of the Commission Only (as permitted by Ru

HMNY / Helios and Matheson Analytics Inc. REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on January 25, 2018 Registration No.

HMNY / Helios and Matheson Analytics Inc. / Empery Asset Management, LP - EMPERY ASSET MANAGEMENT, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Helios & Matheson Analytics Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42327L200 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant t

HMNY / Helios and Matheson Analytics Inc. CORRESP

January 24, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office AD 11 – Telecommunications Attn.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k011618heliosandmath.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (Stat

Employment Agreement between the Company and Stuart Benson

Exhibit 10.2 Employment Agreement This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of January 18, 2018, by and between Helios And Matheson Analytics Inc., a Delaware corporation (the ?Company?), and Stuart Benson (?Executive?). WHEREAS, the Company recognizes that the Executive has had and is expected to continue to have a critical and essential role in guiding the Company and in de

Amendment No. 1 to Voting Agreement

Exhibit 10.1 AMENDMENT NO. 1 TO VOTING AGREEMENT This Amendment No. 1 to Voting Agreement (the ?Amendment?) is made and entered into as of January 16, 2018 by and between MoviePass Inc., a Delaware corporation (the ?Company?), and Helios and Matheson Analytics Inc., a Delaware corporation (?Helios?). WHEREAS, the Company, Helios and certain stockholders of the Company (the ?Key Holders?) entered i

HMNY / Helios and Matheson Analytics Inc. DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For use of

Form of Voting and Lockup Agreement for Theodore Farnsworth.

Exhibit 10.5 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of January , 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Theodore Farnsworth, an individual (the “Stockholder”). WHEREAS, the Company and certain buyers

3

EX-99.1 10 f8k0118ex99-1helios.htm PRESS RELEASE Exhibit 99.1 Helios and Matheson Analytics Inc. Enters Into Agreement to Issue $60 Million in Convertible Notes New York (January 11, 2018) - 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

Form of Master Netting Agreement.

Exhibit 10.3 MASTER NETTING AGREEMENT MASTER NETTING AGREEMENT (the “Agreement”), dated as of January , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”, and together with the Company, the “Parties” and each a “Party”

Form of Investor Note issued by the Buyer (incorporated by reference to Exhibit 4.2 filed as an exhibit to the current report on Form 8-K filed with the SEC by the Company on January 11, 2018).

Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO. SECURED PROMISSORY NOTE New Yor

Form of Securities Purchase Agreement, by and among the Company and the Buyers.

EX-10.1 4 f8k0118ex10-1helios.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 11, 2018, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and ea

Form of Guaranty.

Exhibit 10.4 GUARANTY This GUARANTY, dated as of January , 2018 (this “Guaranty”), is made by MoviePass, Inc., a Delaware corporation (“MoviePass”), and each direct and indirect Subsidiary of MoviePass who shall hereafter become a party hereto as provided for in Section 6(b) (together with MoviePass, each a “Guarantor”, and collectively, the “Guarantors”), in favor of [] (together with its success

Form of Note Purchase Agreement.

Exhibit 10.2 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of January , 2018, by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”) and the investor signatory hereto (the “Investor”). WHEREAS: A. Concurrently herewith, the Company, the Investor and

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 f8k0118heliosandmathes.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (Stat

Form of Notes issued by the Company (incorporated by reference to Exhibit 4.1 filed as an exhibit to the current report on Form 8-K filed with the SEC by the Company on January 11, 2018).

Exhibit 4.1 [FORM OF [SERIES A-1 SENIOR BRIDGE SUBORDINATED CONVERTIBLE NOTE][SERIES B-1 SENIOR SECURED BRIDGE CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT B

Form of Voting and Lockup Agreement for HMIT.

Exhibit 10.6 VOTING AND LOCKUP AGREEMENT This VOTING AND LOCKUP AGREEMENT, dated as of January , 2018 (this “Agreement”), by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the “Company”), and Helios & Matheson Information Technology, Ltd, an Indian corporation, and its wholly-owned subs

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2018 HELIOS AND MATHESON ANALYTICS INC.

HMNY / Helios and Matheson Analytics Inc. PRELIMINARY PROXY STATEMENT

PRE 14A 1 pre14a1217heliosandmatheson.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the app

HMNY / Helios and Matheson Analytics Inc. / Farnsworth Theodore - AMENDMENT NO. 3 TO SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* HELIOS AND MATHESON ANALYTICS INC. (Name of Issuer) Common Stock (Title of Securities) 42327L200 (CUSIP Number) Theodore Farnsworth c/o Helios and Matheson Analytics Inc. The Empire State Building 350 5th Avenue, Suite 7520 New York, New York 10118 (21

HMNY / Helios and Matheson Analytics Inc. / CVI Investments, Inc. - SC 13G Passive Investment

SC 13G 1 a17-287431sc13g.htm SC 13G CUSIP No. 42327L200 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Helios and Matheson Analytics Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title

HMNY / Helios and Matheson Analytics Inc. / Empery Asset Management, LP - HELIOS & MATHESON ANALYTICS INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Helios & Matheson Analytics Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42327L200 (CUSIP Number) December 13, 2017 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to

8,261,539 Series A Units consisting of One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock 969,230 Series B Units consisting of One Pre-Funded Series B Warrant to Purchase One Share of Common Stock and One Series

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated September 30, 2016 Registration No.

Form of Series A Warrant.

Exhibit 4.1 [FORM OF WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: December 15, 2017 (?Issuance Date?) Helios and Matheson Analytics Inc., a Delaware corporation

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

8-K 1 f8k121317heliosandmathes.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2017 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (S

Helios and Matheson Analytics Announces Pricing of $60 Million Public Offering

Exhibit 99.2 Helios and Matheson Analytics Announces Pricing of $60 Million Public Offering NEW YORK (December 13, 2017) ? 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 the pricing of a best efforts

Form of Series B Warrant.

Exhibit 4.2 [FORM OF PREPAID WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. Helios and Matheson Analytics Inc. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: December 15, 2017 (?Issuance Date?) Helios and Matheson Analytics Inc., a Delaware corp

Underwriting Agreement, dated December 13, 2017, between the Company and Canaccord Genuity Inc., on behalf of itself and as representative of the underwriters named therein.

EX-1.1 2 f8k121317ex1-1helios.htm UNDERWRITING AGREEMENT, DATED DECEMBER 13, 2017, BETWEEN THE COMPANY AND CANACCORD GENUITY INC., ON BEHALF OF ITSELF AND AS REPRESENTATIVE OF THE UNDERWRITERS NAMED THEREIN Exhibit 1.1 Helios and Matheson Analytics Inc. (a Delaware corporation) 8,261,539 Series A Units Consisting of 8,261,539 Shares of Common Stock and Series A Warrants to Purchase 8,261,539 Share

Helios and Matheson Analytics Announces Proposed Public Offering of Common Stock and Warrants

Exhibit 99.1 Helios and Matheson Analytics Announces Proposed Public Offering of Common Stock and Warrants NEW YORK (December 12, 2017)? 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 comm

HMNY / Helios and Matheson Analytics Inc. REGISTRATION STATEMENT

S-3MEF 1 fs3mef2017heliosandmathes.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 13, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HELIOS AND MATHESON ANALYTICS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 7380 1

Subject to completion dated December 12, 2017 Series A Units consisting of One Share of Common Stock and One Series A Warrant to Purchase          Shares of Common Stock Series B Units consisting of One Pre-Funded Series B Warrant to Purchase One Sha

424B5 1 f424b51217heliosandmathe.htm PROSPECTUS SUPPLEMENT The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS

MoviePass and Fandor Partner with Costco on Movie Lovers Package Limited-Time $89.99 One-Year Subscription Costco Members Can Purchase a Year of Access to Both Services at One Low Price

EX-99.2 3 f8k121117ex99-2helios.htm MOVIEPASSFANDOR COSTCO RELEASE Exhibit 99.2 MoviePass and Fandor Partner with Costco on Movie Lovers Package Limited-Time $89.99 One-Year Subscription Costco Members Can Purchase a Year of Access to Both Services at One Low Price NEW YORK, NY – December 12, 2017 - MoviePass™, the nation's premier movie-theater subscription service and a majority-owned subsidiary

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 HELIOS AND MATHESON ANALYTICS INC.

AGREEMENT FOR LISTING ONLINE WITH COSTCO

EX-99.1 2 f8k121117ex99-1helios.htm AGREEMENT FOR LISTING ONLINE WITH COSTCO BETWEEN MOVIEPASS INC. AND TICKETOPS CORPORATION Exhibit 99.1 AGREEMENT FOR LISTING ONLINE WITH COSTCO BETWEEN: MoviePass, Inc. (hereinafter referred to as the “Vendor”) - and - TicketOps Corporation (hereinafter referred to as “TicketOps”) WHEREAS Costco Wholesale (“Costco”) has retained the services of TicketOps Corpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k121117bheliosandmatheson.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in charter) Delaware 0-22945 13-3169913 (Stat

Employment Agreement between the Company and Theodore Farnsworth.

Exhibit 10.1 (ted) Employment Agreement This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of December 11, 2017, by and between Helios And Matheson Analytics Inc., a Delaware corporation (the ?Company?), and Theodore Farnsworth (?Executive?). WHEREAS, the Company recognizes that the Executive has had and is expected to continue to have a critical and essential role in guiding the Comp

Financial Statements and Exhibits

8-K/A 1 f8k121117a1heliosnmatheson.htm AMENDMENT TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 HELIOS AND MATHESON ANALYTICS INC. (Exact name of Registrant as specified in ch

Note Conversion Agreement to be entered into between the Company and MoviePass.

Exhibit 10.3 NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this ?Agreement?) is made and entered into as of , 2017 by and among MoviePass Inc., a Delaware corporation (the ?Company?), and the undersigned holder (the ?Holder?) of the Notes (as defined below). WHEREAS, the Company issued one or more convertible promissory notes to the Holder on such dates and in such aggregate principal

Helios Convertible Note issued by the Company to MoviePass on December 11, 2017.

Exhibit 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

Amendment No. 2 to MoviePass SPA.

Exhibit 2.3 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 2 to Securities Purchase Agreement (the ?Amendment?) is made and entered into as of December 11, 2017 by and between MoviePass Inc., a Delaware corporation (?MoviePass?), and Helios and Matheson Analytics Inc., a Delaware corporation (?Helios?). WHEREAS, MoviePass and Helios are signatories to that certain Securities P

HMNY / Helios and Matheson Analytics Inc. CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 HELIOS AND MATHESON ANALYTICS INC.

Form of MoviePass Option Note.

Exhibit 4.3 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

Helios Convertible Note issued by the Company to MoviePass on December 11, 2017.

Exhibit 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

Note Purchase Agreement dated December 11, 2017 between the Company, MoviePass and Christopher Kelly.

Exhibit 10.2 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this ?Agreement?), dated as of December 11, 2017, is entered into by and among Christopher Kelly, an individual (?Seller?), Helios and Matheson Analytics Inc., a Delaware corporation (?Buyer?), and, for purposes of Sections 6 and 8 of this Agreement only, MoviePass Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, Sel

Note Conversion Agreement to be entered into between the Company and MoviePass.

Exhibit 10.3 NOTE CONVERSION AGREEMENT This Note Conversion Agreement (this ?Agreement?) is made and entered into as of , 2017 by and among MoviePass Inc., a Delaware corporation (the ?Company?), and the undersigned holder (the ?Holder?) of the Notes (as defined below). WHEREAS, the Company issued one or more convertible promissory notes to the Holder on such dates and in such aggregate principal

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 HELIOS AND MATHESON ANALYTICS INC.

Note Purchase Agreement dated December 11, 2017 between the Company, MoviePass and Christopher Kelly.

EX-10.2 5 f8k121117ex10-2helios.htm NOTE PURCHASE AGREEMENT DATED DECEMBER 11, 2017 BETWEEN THE COMPANY, MOVIEPASS AND CHRISTOPHER KELLY Exhibit 10.2 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 11, 2017, is entered into by and among Christopher Kelly, an individual (“Seller”), Helios and Matheson Analytics Inc., a Delaware corporation (“Buyer”), an

Amendment No. 2 to MoviePass SPA.

EX-2.3 2 f8k121117ex2-3helios.htm AMENDMENT NO. 2 TO MOVIEPASS SPA Exhibit 2.3 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 2 to Securities Purchase Agreement (the “Amendment”) is made and entered into as of December 11, 2017 by and between MoviePass Inc., a Delaware corporation (“MoviePass”), and Helios and Matheson Analytics Inc., a Delaware corporation (“Helios”). WHEREAS