Helios and Matheson Analytics Inc. (Nasdaq: HMNY), a provider of information technology services and solutions and owner of a controlling interest in MoviePass, Inc.. (“MoviePass”) today announced that its board of directors has approved a plan to spin-off its wholly-owned subsidiary, Zone Technologies Inc. (“Zone”). Following the spin-off, Zone would become an independent publicly traded company that HMNY expects to also be listed on Nasdaq.
The spin-off is subject to numerous conditions, including, without limitation, the effectiveness of a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission and the approved listing of Zone’s common stock on Nasdaq. Pursuant to the spin-off, HMNY plans to distribute shares of Zone common stock as a dividend to persons who hold common stock of HMNY as of a record date to be determined. The board of directors of HMNY expects to set a record date to determine the stockholders entitled to receive shares of Zone in the spin-off for approximately 20 to 40 days before the effective date of the spin-off. Holders of any convertible notes and warrants of HMNY outstanding as of the applicable record date may be entitled to participate in the dividend of Zone shares in the spin-off in accordance with the terms of such notes and warrants.
The strategic goal of the spin-off is to create two public companies, each of which can focus on its own strengths and operational plans. In addition, after the spin-off, each of HMNY and Zone will be better equipped to pursue partnerships and other strategies that are more closely aligned with their respective business models.
“Having founded Zone, I am excited to implement this spin-off to maximize Zone’s true potential, by furthering the development of our RedZone Map™ product and expanding Zone’s business by entering into complementary technology sectors,” said Ted Farnsworth, HMNY’s Chief Executive Officer, and Chairman. “I believe this spin-off will enable Zone to grow, both organically and by acquisition of other technologies,” Mr. Farnsworth concluded.
Upon the completion of the spin-off transaction, HMNY plans to continue focusing on its operations related to its controlling interest in MoviePass and expects HMNY’s management to be comprised of the same management team as prior to the spin-off. Following the spin-off, Zone plans to continue focusing on its RedZone Map™ product, as well as growth and acquisitions. Both HMNY and Zone expect to remain headquartered in New York City, HMNY’s current base of operations. Source
