MoviePass SPAC Presentation Deck
HMNY + MoviePass Transaction Highlights
• On August 15, 2017, Helios and Matheson Analytics Inc. ("HMNY") entered into a Securities Purchase
Agreement with MoviePass, as amended on Oct 6, 2017, whereby HMNY agreed to purchase shares of
common stock of MoviePass amounting to 51.71% of the outstanding shares of MoviePass common stock on
a post-transaction basis, for an aggregate purchase price of $28,500,000, payable as follows:
$11,500,000 already paid by HMNY to MoviePass as a loan pending the closing of the transaction;
o 3,333,334 shares of HMNY common stock (valued at $10,000,000 for purposes of the transaction) issuable
to MoviePass at the closing of the transaction;
o A promissory note payable by HMNY to MoviePass in the principal amount of $5,000,000, payable in two
equal tranches following the closing of the transaction; and
o An additional 666,667 shares of HMNY common stock (valued at $2,000,000 for purposes of the
transaction) issuable to MoviePass as a result of MoviePass having achieved at least 150,000 subscribers,
which HMNY expects to issue to MoviePass upon the closing of the transaction.
HMNY has also agreed to purchase outstanding Movie Pass convertible notes that will be automatically
converted at the closing of the transaction which will increase HMNY's ownership percentage by 2% for a
total ownership percentage of 53.71%.
• MoviePass also granted HMNY an option to purchase additional shares of MoviePass common stock for $20
million in cash based on the agreed $210 million pre-money valuation of MoviePass, pursuant to an option
agreement, which, if exercised in full, would amount to an additional 8.7% ownership stake in MoviePass as of
the date of the option agreement. If HMNY were to exercise the option in full prior to the closing of the
transaction, its total ownership stake in MoviePass would be 62.41% as of the date of the option agreement.
• MoviePass plans to apply to list its Common Stock on NASDAQ or NYSE in 2018
• Mitch Lowe to remain CEO of MoviePass
• Ted Farnsworth, President and CEO of HMNY, to serve on MoviePass' board
• For further detail, please see the Current Reports on Form 8-K filed by HMNY with the SEC on August 15,
2017 and October 11, 2017.
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