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): June ~~May 24~~12, 2019

HELIOS AND MATHESON ANALYTICS INC.

(Exact name of Registrant as specified in charter)

Delaware		0-22945		13-3169913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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 (see General Instruction A.2 below).

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

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 51.0701 ~~SUBMISSION~~ENTRY OFINTO ~~MATTERS TO~~ A ~~VOTE~~MATERIAL OFDEFINITIVE ~~SECURITY HOLDERS~~AGREEMENT.

On ~~May~~ 24June 12, 2019, Helios and Matheson Analytics Inc. (~~“we,” “our,” or~~ the “Company”~~) held a special meeting of stockholders. A total of 2~~,~~001,541,260~~ ~~shares of our common stock, par value $0.01 per share (the~~ “~~Common Stock~~we”~~), 20,500~~ ~~shares~~or ~~of our Series A Preferred Stock, par value $0.01 per share (the~~ “~~Series A Preferred Stock”), and 60,000 shares of~~ our ~~Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”~~’) ~~were~~entered ~~outstanding as~~into ofits ~~March~~customary ~~25, 2019, the record date for the special meeting. For each share of Common Stock held as of the record date, the~~form ~~holder was entitled to one vote on each proposal to be voted on. For each share~~ of ~~the~~Indemnification ~~Series~~Agreement A Preferred Stock held as of the record date, the holder was entitled to 3,205 votes on all matters on which stockholders were entitled to vote generally and one vote on all matters on which the holders of the Series A Preferred Stock were entitled to vote as a separate class. However, the number of votes that a holder of Series A Preferred Stock was entitled to cast on any matter on which stockholders were entitled to vote generally, when aggregated with ~~any~~Robert ~~of our other voting securities held by such holder~~Damon, ~~could not exceed 19.9% of~~ the ~~outstanding~~ ~~voting power of the~~ Company’s asInterim ofChief ~~June~~Financial ~~21,~~Officer ~~2018. For each share of Series B Preferred Stock held as of the record date, the holder was entitled to 16,667 votes on all matters on which stockholders were entitled to vote generally~~ and ~~one vote on all matters on which the holders of Series B Preferred Stock were entitled to vote as a separate class~~Secretary. However, the number of votes that a holder of Series B Preferred Stock was entitled to cast on any matter on which stockholders are entitled to vote generally, when aggregated with any of our other voting securities held by such holder, could not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series B Preferred Stock held by such holder. Set forth below are the matters acted upon at the special meeting and the final voting results on each matter as reported by our inspector of elections.

~~Proposal~~Pursuant to the terms ~~One:~~of ~~Approval~~the Indemnification Agreement, the Company must indemnify Mr. Damon if he is or was a party to or threatened to be made a party to any proceeding by reason of the ~~Reverse~~fact ~~Split~~that ~~Amendment~~he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another entity, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Mr. Damon in connection with the defense or settlement of such proceeding or any claim, issue or matter therein, subject to customary exclusions as required by applicable law and as set forth in the Indemnification Agreement. The Company must advance all reasonable expenses to Mr. Damon in connection with a proceeding or any claim, issue or matter therein within 30 days after receipt of a notice from him requesting the advance. The notice must include reasonable evidence of the expenses and must be preceded or accompanied by an undertaking by or on behalf of Mr. Damon to repay any expenses advanced if it is determined that he is not entitled to be indemnified against the expenses. Notwithstanding the Indemnification Agreement, the Company must indemnify Mr. Damon to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of the Indemnification Agreement, the Company’s Certificate of Incorporation, the Bylaws, or by statute.

~~Our stockholders~~The ~~approved~~term ~~the amendment~~ of ~~our~~the ~~certificate~~Indemnification Agreement ofwill ~~incorporation~~continue tountil ~~effect~~the alater ~~one-time~~of: ~~reverse stock split~~ (~~the “Reverse Split Amendment”~~a) of10 ~~common~~years ~~stock~~after atthe adate ~~ratio~~that ofMr. 1Damon ~~share-for-2~~ceases ~~shares~~to upserve toas a ~~ratio~~director ofor ~~1 share-for-1,000 shares, which ratio~~officer ~~will be selected by our Board~~ of ~~Directors~~the ~~and~~Company ~~set~~or ~~forth~~as in a ~~public~~director, ~~announcement~~officer, ifemployee, ~~the~~or ~~Board~~agent of ~~Directors~~another ~~determines~~entity toat ~~implement~~ the ~~Reverse~~request ~~Split Amendment. Holders~~ of ~~shares~~the ~~of Common Stock~~Company, ~~holders~~or of(b) ~~shares~~the final disposition of ~~Series~~all Apending ~~Preferred~~proceedings ~~Stock~~or ~~and~~claims, ~~holders~~issues ofor ~~Series B~~matters ~~Preferred~~therein ~~Stock~~in ~~voted~~respect ~~together~~of aswhich aMr. ~~single~~Damon ~~class;~~is ~~holders~~granted ofrights ~~shares~~ of indemnification ~~Series~~or Aadvancement ~~Preferred~~of ~~Stock~~expenses ~~voted~~under ~~separately~~the asIndemnification aAgreement ~~single class;~~ and ~~holders~~ of ~~shares~~any ofaction, ~~Series~~suit Bor ~~Preferred~~proceeding ~~Stock~~commenced by ~~voted~~Mr. ~~separately~~Damon asto aenforce ~~single~~his ~~class~~rights onunder ~~this proposal. The results of~~ the ~~vote~~ ~~were~~Indemnification asAgreement ~~follows:~~relating thereto.

	For		Against		Abstentions		Broker Non-Votes
Holders of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock Voting Together as a Single Class		1,572,577,827		1,015,505,151		34,346,847		0
Holders of Shares of Series A Preferred Stock Voting Separately as a Single Class		15,000		0		0		0
Holders of Shares of Series B Preferred Stock Voting Separately as a Single Class		60,000		0		0		0

The foregoing is only summary of the Indemnification Agreement, a form of which is attached to this Current Report as Exhibit 10.1, and is qualified in its entirety by the full text of the Indemnification Agreement, which is incorporated into this Item 1.01 by reference.

~~Proposal Two:~~ITEM ~~Approval~~5.02 ofDEPARTURE ~~the~~OF ~~reduction~~DIRECTORS inOR ~~number~~CERTAIN ofOFFICERS; ~~shares~~ELECTION ofOF ~~authorized~~DIRECTORS; ~~Common~~APPOINTMENT ~~Stock~~OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Our stockholders~~The ~~approved,~~information ~~subject~~included toin ~~the~~Item approval of the Reverse Split Amendment, an amendment to our certificate of incorporation to reduce the number of shares of our authorized common stock from 5,000,000,000 to 2,000,000,000 and to decrease the total number of authorized shares of capital stock from 5,002,000,000 to 2,002,000,0001.01 ~~Implementation~~ of ~~Proposal~~this 2Current Report is ~~contingent~~hereby ~~upon~~incorporated ~~actual implementation of the Reverse Split Amendment~~ by ~~Board~~reference ofinto Directors. Holders of shares of Common Stock, holders of shares of Series A Preferred Stock and holders of Series B Preferred Stock voted together as a single class; holders of shares of Common Stock voted separately as a single class; holders of shares of Series A Preferred Stock voted separately as a single class; and holders of shares of Series B Preferred Stock voted separately as a single class on this ~~proposal.~~Item ~~The results of the vote were as follows:~~5.02.

	For		Against		Abstentions		Broker Non-Votes
Holders of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock Voting Together as a Single Class		1,556,626,286		1,017,389,855		48,413,684		0
Holders of Shares of Common Stock Voting Separately as a Single Class		927,761,988		710,970,206		48,413,684		0
Holders of Shares of Series A Preferred Stock Voting Separately as a Single Class		15,000		0		0		0
Holders of Shares of Series B Preferred Stock Voting Separately as a Single Class		40,000		20,000		0		0

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

~~Proposal Three:~~(d) ~~Adjournment Proposal~~ Exhibits

Our stockholders did not approve the adjournment of the special meeting, if necessary, to solicit votes on the above proposals if sufficient votes to pass the proposals were not received in time for the special meeting. Holders of shares of Common Stock, holders of shares of Series A Preferred Stock and holders of Series B Preferred Stock voted together as a single class on this proposal. Because the above proposals were approved, the adjournment of the special meeting was not necessary. The results of the vote were as follows:

Exhibit No.		Description
Exhibit 10.1		Form of Indemnification Agreement by and between the Company and Robert Damon.

		For				Against				Abstentions				Broker Non-Votes
Holders of Shares of Common Stock, Holders of Shares of Series A Preferred Stock and Holders of Shares of Series B Preferred Stock Voting Together as a Single Class			1,283,803,461				1,268,640,225				69,986,139				0

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.

	HELIOS AND MATHESON ANALYTICS INC.
Date: May 31, 2019	By:	/s/ Theodore Farnsworth
Date: June 19, 2019	By:	/s/ Theodore Farnsworth
		Theodore Farnsworth Chief Executive Officer

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