Exhibit 10.1


 


AMENDMENT
NO. 1


 


TO
NOVEMBER SECURITIES PURCHASE AGREEMENT


 


AND
CONVERTIBLE NOTES


 


This
Amendment No. 1 to November Securities Purchase Agreement and Convertible Notes (this “Amendment”) is
entered into as of June 1, 2018, by and between Helios and Matheson Analytics Inc., a Delaware corporation (the
“Company”), and the investor signatory hereto (the “Holder”), with reference to the
following:


 


A. Prior
to the date hereof, pursuant to that Securities Purchase Agreement, dated as of November 6, 2017, by and among the Company and
the Buyers signatory thereto (the “November Securities Purchase Agreement”), the Company issued to the Buyers,
(i) senior bridge convertible notes, in the aggregate original principal amount of $5 million, convertible into shares of Common
Stock, in accordance with the terms thereof and (ii) senior secured bridge convertible notes, in the aggregate original principal
amount of $95 million, convertible into shares of Common Stock, in accordance with the terms thereof (together, the “November
Notes”).


 


B. The
Company and the Holder desire to amend the November Securities Purchase Agreement and the November Notes and provide for certain
waivers thereunder, as provided in this Amendment.


 


C. The
Holder, alone, constitutes the Required Holders as of the date of this Amendment.


 


D. Capitalized
terms used but not defined in this Amendment shall have the meanings ascribed to them in the November Securities Purchase Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree
as follows:


 


1. Amendment
to Section 4(l) of the November Securities Purchase Agreement; Waiver. The amount “200%” set forth in Section
4(l) of the November Securities Purchase Agreement is hereby amended to be “110%” (equal to 203,814,886 shares of
Common Stock (subject to proportionate adjustment for any stock split, dividend, stock combination, recapitalization or other
similar transaction) as of the date of this Amendment), until the earlier of the Stockholder Approval Date (as defined in the
Securities Purchase Agreement, dated as of January 11, 2018, between the Company and the Holder, as amended (the “January
SPA”)) or the Stockholder Meeting Deadline (as defined in the January SPA), after which the number “110%”
therein shall be amended to be “200%” automatically and without any further action by the parties to this Amendment
required. The Holder hereby waives any Event of Default (as defined in the November Notes) that may have arisen on or prior to
the date of this Amendment solely as a result of the Company failing to reserve the Required Reserve Amount (as in effect prior
to this Amendment). The foregoing waiver shall not apply to any Event of Default occurring after the date of this Amendment.


 






     


     


    

 


2. Amendment
to Section 11(a) of November Notes; Waiver. The amount “200%” set forth in Section 11(a) of the November Notes
is hereby amended to be “110%” (equal to 203,814,886 shares of Common Stock (subject to proportionate adjustment for
any stock split, dividend, stock combination, recapitalization or other similar transaction) as of the date of this Amendment),
until the earlier of the Stockholder Approval Date (as defined in the January SPA) or the Stockholder Meeting Deadline (as defined
in the January SPA), after which the number “110%” therein shall be amended to be “200%” automatically
and without any further action by the parties to this Amendment required. The Holder hereby waives any Event of Default (as defined
in the November Notes) that may have arisen on or prior to the date of this Amendment solely as a result of the Company failing
to reserve the Required Reserve Amount (as in effect prior to this Amendment). The foregoing waiver shall not apply to any Event
of Default occurring after the date of this Amendment.


 


3. Transfer
Agent Instructions. The Company and the Holder hereby agree that the Irrevocable Transfer Agent Instructions shall be
supplemented with a letter substantially in the form attached hereto as Exhibit A, which the Company shall execute and
deliver to its transfer agent no later than the Business Day immediately following the date of this Amendment.


 


4. Current
Issued and Outstanding and Reserved Shares. The Company hereby represents and warrants to the Holder that, (a) as of the
date of this Amendment, the Company has 500,000,000 shares of Common Stock authorized, (ii) as of May 30, 2018, the Company had
153,927,839 shares of Common Stock issued and outstanding and an aggregate of 277,363,962 shares of Common Stock reserved for
issuance pursuant to outstanding securities that are convertible into or exercisable for Common Stock and other obligations of
the Company, after giving effect to this Amendment and Amendment No. 2 to the Securities Purchase Agreement, dated January 11,
2018, between the Company and the buyers signatory thereto, and the convertible notes issued pursuant thereto.


 


5. Ratifications.
Except as otherwise expressly provided herein, the November Securities Purchase Agreement and the November Notes are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed in all respects.


 


6. Miscellaneous
Provisions. Section 9 of the November Securities Purchase Agreement is hereby incorporated by reference herein, mutatis
mutandis.


 


7. Disclosure
of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the first business day after
the date of this Amendment, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in
the form required by the 1934 Securities Exchange Act, as amended (the “1934 Act”), and attaching this Amendment,
to the extent it is required to be filed under the 1934 Act, as an exhibit to such filing (including all attachments, the “8-K
Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information
(if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers,
directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees
that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by this
Amendment or as otherwise disclosed in the 8-K Filing, 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 the Holder or any of
their affiliates, on the other hand, shall terminate.


 


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remainder of the page is intentionally left blank]


 






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IN
WITNESS WHEREOF, the undersigned Holder and the Company have executed this Amendment as of the date set forth on the first
page of this Amendment.


 





	 	COMPANY:



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




 






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IN
WITNESS WHEREOF, the undersigned Holder and the Company have executed this Amendment as of the date set forth on the first
page of this Amendment.


 





	 	HOLDER:



	 	 	 
	 	HUDSON
    BAY MASTER FUND LTD
	 	 	 
	 	By:	Hudson
    Bay Capital Management LP, its investment manager
	 	 	 
	 	By:	/s/
    George Antonopoulos
	 	 	Name:
    George Antonopoulos
	 	 	Title:
      Authorized Signatory


 






     


     


    

 


Exhibit
A


 





 


Transfer
Agent Instructions


 


June
1, 2018


 


Computershare
Trust Company, N.A.


462
South Fourth Street


Louisville,
KY 40202


 


		Re:	Increase
of Reserve Shares



 


Ladies
and Gentlemen:


 


This
instruction letter is delivered by Helios and Matheson Analytics Inc., a Delaware corporation (the “Company”),
in connection with the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
issuable upon the conversion of (i) senior bridge convertible notes in the aggregate principal amount of $5,000,000 (the “Series
A Notes”); and (ii) senior secured bridge convertible notes in the aggregate principal amount of $95,000,000 (the “Series
B Notes,” and together with the Series A Notes, the “Notes”). The Company delivered an instruction
letter on November 7, 2017 to reserve 20,000,000 shares of Common Stock (the “Reserve Shares”) for issuance
upon conversion of the Notes by the holders (the “November 7, 2017 Letter”). A copy of the November 7, 2017
Letter is attached hereto. The account number for the reserve established pursuant to the November 7, 2017 Letter is “R60”.


 


On
May 30, 2018, the Company delivered an instruction letter to increase the amount of the Reserve Shares to 179,953,791 shares of
Common Stock, effective immediately.


 


This
letter constitutes a written instruction by the Company to further increase the amount of the Reserve Shares to a total of 203,814,886
shares of Common Stock, effective immediately.


 


[Signature
page follows]


 






     


     


    

 





IN
WITNESS WHEREOF, the Company has caused these Transfer Agent Instructions to be duly executed and delivered as of the date set
forth above.


 





	 	COMPANY:
	 	 	 
	 	HELIOS AND MATHESON ANALYTICS INC.
	 	 	 
	 	By:	 
	 	 	Stuart Benson
	 	 	Chief Financial Officer