Exhibit 10.4


 


AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT


 


This AMENDMENT NO.
1 to the SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 28, 2018, is entered
into by and between Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”), and Hudson Bay
Master Fund Ltd., as the Required Holder (“Buyer”):


 


WHEREAS, reference
is made to the Securities Purchase Agreement, dated as of June 21, 2018 (as such document may be supplemented, modified or amended
from time to time, the “Purchase Agreement”), by and between the Company and the investors listed on the Schedule
of Buyers attached thereto;


 


WHEREAS, the
Company and Buyer agree, upon the following terms and conditions, to amend the Purchase Agreement, as and to the extent set forth
herein.


 


NOW, THEREFORE,
in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


AGREEMENT


 


1. General.
Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
This Amendment shall be administered and construed pursuant to the terms of the Purchase Agreement (as modified by this
Amendment).


 


2. Amendments.
The Purchase Agreement is hereby amended by replacing the references to “July 18, 2018” in Section 1(f)(ii) and
Section 4(x) with “July 23, 2018”.


 


3. Miscellaneous.


 


3.1 Ratification
of the Agreement. Except as herein specifically agreed or amended by this Amendment, the parties hereto acknowledge
that the Purchase Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its
terms.


 


3.2 Execution
in Counterparts. This Amendment, and each other document or instrument delivered in connection herewith, may be
executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same
instrument. Delivery by electronic mail of a signature page executed via .PDF of any of the foregoing shall be effective as
delivery of an executed counterpart thereof.


 


3.3 Governing
Law. This Amendment and the rights of the parties hereto shall be interpreted in accordance with the laws of the
State of New York, without giving effect to principles of conflict of laws. The parties hereto agree that the terms set forth
in Section 9(a) of the Purchase Agreement shall be applicable to this Amendment and are hereby incorporated herein.


 


3.4 Entire Agreement.
The Purchase Agreement (as modified by this Amendment), together with all exhibits and schedules annexed thereto and incorporated
by reference, contains the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings
relating to the subject matter thereof. There are no written or oral agreements, understandings, representations or warranties
between the parties other than those set forth herein.


 


3.5 Disclosure
of Transaction. The Company represents and warrants to Buyer that nothing herein constitutes material non-public
information and neither the Company nor any of its Subsidiaries or any of their respective officers, directors, employees or
agents has disclosed any material non-public information to Buyer in connection herewith. The Company acknowledges and agrees
that no confidentiality or similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any
of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of Buyer or any of their
affiliates, on the other hand, currently exists.


 


[signature
page follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	HELIOS AND MATHESON ANALYTICS INC.
	 	 	 
	 	By:	/s/ Theodore Farnsworth
	 	Name:	Theodore Farnsworth
	 	Title:	Chief Executive Officer


 


	 	BUYER:
	 	 
	 	HUDSON BAY MASTER FUND LTD, as the

 Required Holder
	 	 	 
	 	By:	/s/ George Antonopoulos
	 	Name:	George Antonopoulos
	 	Title:	Managing Partner, Portfolio Manager


 


Signature Page to Amendment No. 1 to
the Securities Purchase Agreement