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MoviePass parent company files to spin it off into a separate company

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MoviePassHollis Johnson/Business Insider
  • Helios and Matheson Analytics (HMNY), the parent company of MoviePass, announced on Thursday it had sent a registration statement to the Securities and Exchange Commission to make MoviePass a separate public company.
  • The new company would take ownership shares of MoviePass and other film-related assets held by HMNY.
  • It would be a wholly owned subsidiary of HMNY.
  • HMNY is currently trading under $0.02 per share and is in imminent danger of being kicked off the Nasdaq.

 

On Thursday, Helios and Matheson Analytics, the parent company of MoviePass, announced that it had submitted a registration statement to the Securities and Exchange Commission for a proposed spin-off company called MoviePass Entertainment Holdings Inc.

That new entity would be a wholly owned subsidiary of HMNY and would take ownership of shares of the movie-ticket subscription service MoviePass and other film-related assets held by HMNY (such as MoviePass Films and MoviePass Ventures).

Read more: A MoviePass product manager resigned and blasted its leadership in a scathing letter email to all staff

In a release, HMNY said it had not yet determined the number of shares to be distributed to its stockholders and warrant holders, as it awaits approval of listing shares of MoviePass on the Nasdaq or an alternate trading market.

In October, HMNY announced a preliminary plan to spin off MoviePass into a separate public company.

“For many years, HMNY has been focused on data analytics, and in that capacity we own assets like Zone Technologies which provides a safety and navigation app for iOS and Android users and a global security concierge service,” Helios and Matheson CEO Ted Farnsworth said in a statement in October regarding the spin-off. “Since we acquired control of MoviePass in December 2017, HMNY largely has become synonymous with MoviePass in the public’s eye, leading us to believe that our shareholders and the market perception of HMNY might benefit from separating our movie-related assets from the rest of our company.”

HMNY has a complicated history as a Nasdaq-listed company.

Before the Farnsworth-MoviePass era, the New York outpost of Helios and Matheson was controlled by an Indian company (Helios and Matheson Information Technology), which stands accused of defrauding at least 5,000 creditors in India, including banks and senior citizens. The company was involved in many facets of information-technology consulting.

This move to spin off MoviePass comes at a time when HMNY is in imminent danger of being delisted from the Nasdaq.

Since it bought MoviePass, HMNY has burned through hundreds of millions of dollars and primarily used the selling of billions of new shares to cover its losses. As it has done so, its stock has fallen over 99% in value. On Thursday, HMNY was trading at under $0.02.

In late December, according to a document filed by Helios and Matheson with the SEC, the Nasdaq warned HMNY it would move to delist it. HMNY said it would appeal the decision.

The stock has not traded above $1 since July.

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