MoviePass Files for Public Offering

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While details are scarce, your chance to buy stock in a standalone MoviePass is one step closer Thursday. The discount movie-ticket program is currently controlled by Helios and Matheson Analytics Inc. (NASDAQ: HMNY), whose stock traded at $0.014 just before noon today.

Helios announced Thursday that it has filed a confidential draft registration Form S-1 with the U.S. Securities and Exchange Commission (SEC) for a direct offering of stock in a new company called MoviePass Entertainment Holdings that will be a subsidiary of Helios and take ownership of MoviePass shares and related assets held by the parent company.

According to the Helios announcement, the filing proposes the distribution by Helios and Matheson of a minority of its shares of MoviePass Entertainment common stock as a dividend to stockholders of Helios shares as of a record date that is yet to be determined. Helios said it plans to retain control of MoviePass Entertainment after any such distribution.

Helios expects to begin distributing the shares after the SEC completes its review process and declares the Form S-1 registration statement effective. The distribution is subject to a number of other conditions, including the approved listing of shares of MoviePass Entertainment on Nasdaq or an alternate trading market and Helios being permitted to distribute MoviePass Entertainment shares under Delaware law, of which there is no assurance.

On Wednesday, Helios completed the private placement of 333.3 million common units at $0.0163 per share raising $5.4 million in gross proceeds. Each common unit includes one share of common stock and two warrants to purchase additional common stock in the future. The warrants are not exercisable until six months after the date of the closing and the Series C (priced at $0.0163 per common share) will have an exercise term of five years and the Series D (priced at $0.0163 per share) and the Series E warrants (priced at $1.00 per share) will have an exercise term of one year.