Current Report Filing (8-k)
26 April 2019 - 11:35PM
Edgar (US Regulatory)
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.
(Exact name of Registrant as specified in charter)
Delaware
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0-22945
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13-3169913
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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Empire State Building
350 5
th
Avenue
New York, New York 10118
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(212) 979-8228
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 D
eparture of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, on March 18, 2019, the Board of Directors of Helios and Matheson Analytics Inc.
(the “Company”) appointed Robert Damon, CPA to serve as Interim Chief Financial Officer and Secretary of the Company
and Chief Financial Officer of MoviePass Inc., MoviePass Films LLC (“MoviePass Films”) and MoviePass Ventures, LLC,
effective March 22, 2019, on an hourly consulting basis. On April 19, 2019, the Company and Mr. Damon entered into a new letter
agreement, pursuant to which, effective as of the pay period commencing April 1, 2019, and going forward: (i) Mr. Damon will be
compensated as an employee of the Company, serving as Interim Chief Financial Officer and Secretary of the Company and Interim
Chief Financial Officer of MoviePass Inc. and MoviePass Ventures, LLC, with an annual salary of $450,000, rather than receiving
hourly compensation as a consultant, and (ii) Mr. Damon became eligible to participate in benefits generally offered to employees
of the Company.
Effective March 26, 2019, Ceasar Richbow was appointed the Chief Financial Officer of MoviePass Films.
Mr. Richbow is a certified public accountant with an LLM (Master of Laws) from NYU School of Law. He started as a Senior Accountant,
and was promoted to Manager, at Ernst & Young in New York, New York from 1988 to 1991, and was a Senior Manager at Ernst &
Young in Atlanta, Georgia from 1996 to 1997. Mr. Richbow was engaged in private practice prior to becoming the Chief Financial
Officer of MoviePass Films, first as Chief Financial Officer of Emmett Furla Oasis Films, LLC (“EFO”), and then as
President of Business Affairs for EFO. He is certified in financial forensics (CFF) by the American Institute of Certified Public
Accountants and is also a member of the bars of New York and Georgia.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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HELIOS AND MATHESON ANALYTICS INC.
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Date: April 26, 2019
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By:
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/s/ Theodore Farnsworth
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Theodore Farnsworth
Chief Executive Officer
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