PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) To prospectus dated July 5, 2018 Registration No. 333-226024

333,333,334 Common Units (each Common Unit contains One Share of Common Stock, One Series C Common Stock Purchase Warrant, One Series D Common Stock Purchase Warrant and One Series E Common Stock Purchase Warrant);

Placement Agent Warrants to Purchase up to 26,666,667 Shares of Common Stock;

1,026,666,669 Shares of Common Stock Underlying the Series C Common Stock Purchase Warrants, the Series D Common Stock Purchase Warrants, the Series E Common Stock Purchase Warrants and the Placement Agent Warrants

We are offering on a “best-efforts” basis 333,333,334 units (the “Common Units”), with each Common Unit consisting of (i) one share of common stock, (ii) one Series C Common Stock Purchase Warrant to purchase one share of common stock (the “Series C Warrants”), (iii) one Series D Common Stock Purchase Warrant to purchase one share of common stock (the “Series D Warrants”), and (iv) one Series E Common Stock Purchase Warrant to purchase one share of common stock (the “Series E Warrants”).

Each Common Unit will be sold at a price of $0.0163 per Common Unit. The Common Units will not be issued or certificated. The shares of common stock, Series C Warrants, Series D Warrants and Series E Warrants will all be immediately separable and issued separately, but will be purchased together in this offering. Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue the Placement Agent Warrants described below, as part of the compensation payable to the placement agent in connection with this offering. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of the Warrants and the Placement Agent Warrants.

The Series C Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the five-year anniversary of such initial exercise date. The Series D Warrants and the Series E Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the one-year anniversary of such initial exercise date. Each Series C Warrant and Series D Warrant will be exercisable at a price of $0.0163 per share of our common stock, subject to adjustment. Each Series E Warrant will be exercisable at a price of $1.00 per share of our common stock, subject to adjustment.

For a more detailed description of our common stock, the Series C Warrants, Series D Warrants, Series E Warrants and the Placement Agent Warrants, see the section entitled “Description of the Securities We are Offering” beginning on page S-17 of this prospectus supplement.

Our common stock trades on the Nasdaq Capital Market under the symbol “HMNY”. The last reported trading price of our common stock on January 15, 2019, was $0.0163 per share. There is no public trading market for the Warrants, we do not expect a market to develop, and purchasers may not be able to resell the Warrants purchased under this prospectus supplement. In addition, we do not intend to apply for a listing of the Warrants on the Nasdaq Capital Market, any other national securities exchange, or any nationally recognized trading system. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, and the liquidity of the Warrants.

We have retained H.C. Wainwright & Co., LLC as our exclusive placement agent in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. We have agreed to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities we are offering. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount, placement agent’s fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth below.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement and page 2 of the accompanying prospectus.

Price per Common

Unit Total(2) Offering price $ 0.0163 $ 5,433,333 Placement agent fees(1) $ 0.00114 $ 380,333 Proceeds to us before expenses $ 0.01516 $ 5,053,000

(1) In addition, we have agreed to reimburse the placement agent for certain of its expenses and to issue warrants to purchase shares of our common stock to the placement agent as described under the “Plan of Distribution” section (the “Placement Agent Warrants”).

(2) Total proceeds does not give effect to the sale or exercise, if any, of the Series C Warrants, the Series D Warrants, the Series E Warrants or the Placement Agent Warrants.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Delivery of the securities to the purchaser is expected to be made on or about January 16, 2019, subject to the satisfaction of certain closing conditions.

H.C. Wainwright & Co.

The date of this prospectus supplement is January 15, 2019.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

i

ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” the “Company” or “Helios” refer to Helios and Matheson Analytics Inc. and its subsidiaries. On July 24, 2018, we effected a reverse stock-split of our issued and outstanding common stock at a ratio of one-for-250 (“Reverse Stock Split”). This prospectus supplement gives retroactive effect to the Reverse Stock Split for all periods presented.

This prospectus supplement and the accompanying prospectus relate to the offering of shares of our common stock and warrants to purchase shares of our common stock. Before buying any of the shares of common stock and warrants to purchase shares of our common stock offered hereby, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated herein by reference as described under the headings “Where You Can Find More Information” and “Information Incorporated by Reference”. These documents contain important information that you should consider when making your investment decision. This prospectus supplement contains information about the common stock and warrants offered hereby and may add, update or change information in the accompanying prospectus.

You should rely only on the information that we have provided or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor the placement agent (nor any of the placement agent’s affiliates) have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

We and the placement agent are not making offers to sell or solicitations to buy our securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information in this prospectus supplement and the accompanying prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any related free writing prospectus, or any sale of a security.

This document is in two parts. The first part is this prospectus supplement, which adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus which provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus supplement, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus, you should rely on the information in this prospectus supplement.

This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as exhibits to the registration statement of which this prospectus supplement is a part or as exhibits to documents incorporated by reference herein, and you may obtain copies of those documents as described below under the headings “Where You Can Find More Information” and “Information Incorporated by Reference”.

The industry and market data and other statistical information contained in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference are based on management’s estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information. None of the independent industry publications used in this prospectus supplement, the accompanying prospectus or the documents we incorporate by reference were prepared on our or our affiliates’ behalf and none of the sources cited by us consented to the inclusion of any data from its reports, nor have we sought their consent.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents that we incorporate by reference, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements in this prospectus supplement and the accompanying prospectus include, without limitation, statements related to our financial and operating performance, our plans, strategies, objectives, expectations, intentions and adequacy of resources. Certain important risks, including those discussed in the risk factors set forth under “Risk Factors” of this prospectus supplement, could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of these risks include, among other things:

● our ability to satisfy Nasdaq listing criteria deficiencies and to successfully appeal the determination to delist our securities by the Nasdaq Stock Market LLC (“Nasdaq”) and remain listed on the Nasdaq Capital Market; ● our ability to successfully develop the business model of MoviePass Inc. (“MoviePass”), Moviefone, MoviePass Films LLC (“MoviePass Films”) and MoviePass Ventures, LLC (“MoviePass Ventures”); ● our ability to integrate the operations of MoviePass, Moviefone, MoviePass Films and MoviePass Ventures into our operations; ● our capital requirements and whether or not we will be able to raise capital when we need it; ● our ability to fulfill our payment obligations to MoviePass’ merchant processors in a timely manner to prevent MoviePass service interruptions; ● changes in local, state or federal regulations that will adversely affect our business; ● our ability to retain our existing clients and subscribers and market and sell our services to new clients and subscribers; ● the success of our cost-reduction and subscription revenue increase measures and our ability to continue to generate non-subscription revenue; ● the impact of legal proceedings or governmental action against us; ● our ability to attract brokers and investors who do not trade in lower priced stock; ● the risk that the conditions to the completion of the creation of MoviePass Entertainment Holdings Inc. are not satisfied, including the inability of MoviePass Entertainment Holdings Inc. to complete the necessary audited financial statements and to file and have its registration statement on Form S-1 declared effective by the Securities and Exchange Commission, and the risk that we may not have the required surplus or cash flow solvency under Delaware law to effect a distribution of shares of MoviePass Entertainment Holdings Inc. to our security holders; ● whether we will continue to receive the services of certain officers and directors; ● our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; ● our ability to effectively react to other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission, such as fluctuation of quarterly financial results, reliance on third party consultants, litigation or other proceedings and stock price volatility; and ● other uncertainties, all of which are difficult to predict and many of which are beyond our control.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly update or review any forward-looking statement.

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PROSPECTUS SUPPLEMENT SUMMARY OUR BUSINESS This is only a summary and may not contain all the information that is important to you. You should carefully read both this prospectus supplement and the accompanying prospectus and any other offering materials, together with the additional information described under the heading “Where You Can Find More Information”. About Helios and Matheson Analytics Inc. Overview We provide high quality information technology, or IT, services and solutions including a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, we have sought to expand our business primarily through acquisitions that leverage our capabilities and expertise. On November 9, 2016, we acquired Zone Technologies, Inc. (“Zone”), a concierge security, crime mapping and spatial analysis company. On December 11, 2017, we acquired a majority interest in MoviePass, whose primary product offering is MoviePass™, the nation’s premier movie theater subscription service. MoviePass allows its subscribers to see up to three movies a month, in theaters nationwide for a fixed price, which varies depending on the subscription plan selected by the subscriber, and additional movies at a discounted price. Since December 2017, we have acquired additional shares of MoviePass common stock and as of the date of this prospectus supplement, we own approximately 91.8% of MoviePass’ outstanding common stock (excluding shares underlying MoviePass options and warrants). MoviePass Ventures was formed as a Delaware limited liability company in January 2018 and is a wholly- owned subsidiary of the Company. MoviePass Ventures aims to collaborate with film distributors to share in film revenues while using the data analytics MoviePass offers for marketing and targeting services for MoviePass’ paying subscribers using the platform. On April 4, 2018, we acquired the Moviefone brand and related assets from Oath Inc. (formerly, AOL Inc.), an entertainment service owned by Oath Inc., a wholly-owned subsidiary of Verizon Communications Inc. Moviefone provides over 6 million monthly unique visitors full access to the entertainment ecosystem, from movie theaters to streaming content. Moviefone delivers movie show times and tickets, trailers, TV schedules, streaming information, cast and crew interviews, photo galleries and more. Moviefone’s editorial coverage includes up-to-date entertainment news, trailers and clips, red-carpet coverage and celebrity features. On May 15, 2018, we formed MoviePass Films. On May 23, 2018, the Company executed a binding letter of intent with Emmett Furla Oasis Films LLC (“EFO Films”) pursuant to which EFO Films acquired a 49% membership interest in MoviePass Films. MoviePass Films focuses on studio-driven content and new film production for theatrical release and other distribution channels. We plan to capitalize on the capabilities of MoviePass to market future MoviePass Films productions to MoviePass subscribers. On July 16, 2018, we formed 10 Minutes Gone, LLC, a Delaware limited liability company (“10 Minutes Gone”), for the purpose of engaging in the production and distribution of the film 10 Minutes Gone. On July 16, 2018, 100% of the membership interests in Georgia Film Fund 79, LLC, a Delaware limited liability company, formed on January 16, 2018 by EFO Films for the purpose of engaging in motion picture production, were transferred to 10 Minutes Gone.

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Financial Update As of December 31, 2018, we had cash on hand of approximately $5.1 million and approximately $20.8 million on deposit with our merchant and fulfillment processors related to subscription revenues. The funds held by these processors represent a portion of the payments received for annual and other extended term MoviePass subscription plans and future ticket fulfillment, which we classify as current assets on our balance sheet and which we expect to be disbursed to us or utilized during 2019. Corporate Information Our executive offices are located at The Empire State Building, 350 Fifth Avenue, New York, New York 10118, and our telephone number is (212) 979-8228. Additional information about us is available on our website at www.hmny.com. The information contained on or that may be obtained from our website is not, and shall not be deemed to be, a part of this prospectus supplement. Our common stock, par value $0.01 per share, is currently traded on the Nasdaq Capital Market under the ticker symbol “HMNY”. For a description of our business, financial condition, results of operations and other important information regarding us, we refer you to our filings with the SEC incorporated by reference in this prospectus supplement. For instructions on how to find copies of these documents, see “Where You Can Find More Information.”

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THE OFFERING Common Units offered by us 333,333,334 Common Units with each Common Unit consisting of (i) one share of common stock, (ii) one Series C Warrant, (iii) one Series D Warrant and (iv) one Series E Warrant. Offering price $0.0163 per Common Unit Common stock outstanding after the offering 2,001,541,260 shares of common stock (excluding the exercise of the Warrants and the Placement Agent Warrants offered by us in this offering).(1) Warrants offered by us Series C Warrants to purchase up to an aggregate of 333,333,334 shares of our common stock. Each Series C Warrant will be exercisable for one share of our common stock at a price of $0.0163 per share, subject to adjustment. The Series C Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the five-year anniversary of such initial exercise date. Series D Warrants to purchase up to an aggregate of 333,333,334 shares of our common stock. Each Series D Warrant will be exercisable for one share of our common stock at a price of $0.0163 per share, subject to adjustment. The Series D Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the one-year anniversary of such initial exercise date. Series E Warrants to purchase up to an aggregate of 333,333,334 shares of our common stock. Each Series E Warrant will be exercisable for one share of our common stock at a price of $1.00 per share, subject to adjustment. The Series E Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the one-year anniversary of such initial exercise date.

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Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue the Placement Agent Warrants described under “Plan of Distribution,” as part of the compensation payable to the placement agent in connection with this offering. This prospectus supplement also relates to the offering of shares of our common stock issuable upon exercise of the Warrants and the Placement Agent Warrants. There is no established public trading market for the Warrants or the Placement Agent Warrants and we do not expect a market to develop. We do not intend to apply for a listing of the Warrants or the Placement Agent Warrants on any national securities exchange. Without an active market, the liquidity of the Warrants and the Placement Agent Warrants will be limited. See “Description of the Securities we are Offering––Warrants.” Best efforts We have retained H.C. Wainwright & Co., LLC as our exclusive placement agent in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. See “Plan of Distribution” on page S-22. Dividend policy We have not declared or paid any cash dividends on our common stock since February 18, 2014. We do not anticipate paying any cash dividends in the foreseeable future. Risk factors Investing in our common stock and warrants involves a high degree of risk. See “Risk Factors” beginning on page S-8, as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of risks you should carefully consider before investing in our securities. Use of proceeds We will use approximately $1.2 million of the net proceeds from the sale of the common stock and warrants offered by us under this prospectus supplement to redeem a portion of our outstanding indebtedness and the remaining proceeds for general corporate purposes of the Company and its subsidiaries and transaction expenses. See “Use of Proceeds” on page S-13. Nasdaq Capital Market Symbol “HMNY”

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(1) The number of shares of common stock to be outstanding after this offering is based on 1,668,207,926 shares of common stock outstanding as of January 14, 2019, and excludes, in each case as of January 14, 2019: ● 10,440 shares of common stock available and reserved for issuance pursuant to the Helios and Matheson Analytics Inc. 2014 Equity Incentive Plan; ● 29,364 shares of common stock that may be issued upon the exercise of warrants by Palladium Capital Advisors LLC; ● 18,545 shares of common stock reserved for issuance to various officers, directors, employees and consultants; ● 16,000 shares of common stock issuable to MoviePass upon receipt of stockholder approval and unrestricted conversion of the convertible promissory note in the principal amount of $12 million that we issued to MoviePass upon the closing of the Securities Purchase Agreement, dated August 15, 2017, between the Company and MoviePass; ● 50,886 shares of common stock issuable upon the exercise of warrants issued in public offerings in December 2017, February 2018 and April 2018; ● 10,201 shares of common stock issuable upon the exercise of warrants, issued to Oath Inc. upon the closing of the acquisition of the Moviefone assets; ● 2,000 shares reserved for issuance to Helios and Matheson Information Technology Ltd. in exchange for entering into prior lockup agreements; and ● 1,026,666,669 shares of common stock issuable upon the exercise of the Warrants and Placement Agent Warrants in this offering.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Please see the risk factors set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K and in Part II, Item 1A of our Quarterly Reports on Form 10-Q and other filings we make with the SEC, which are incorporated by reference into this prospectus supplement, as well as the other risk factors listed in this prospectus supplement and underlying prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus supplement. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline.

Risks Related to this Offering and our Common Stock and Warrants

The proceeds from this offering, along with our cash and cash equivalents, may not be sufficient to fund our operations for the near future and we may not be able to obtain additional financing.

As of December 31, 2018, we had approximately $5.1 million in available cash and approximately $20.8 million on deposit with our merchant processors for a total of approximately $25.9 million. The funds held by these processors represent a portion of the payments received for annual and other extended term MoviePass subscription plans and future ticket fulfillment, which we classify as current assets on our balance sheet and which we expect to be disbursed to us or utilized during 2019. Historically, our monthly cash deficit has been significant, and our monthly cash deficit will continue to increase in the coming months.

The anticipated proceeds from this offering, along with our cash and cash equivalents, may not be sufficient to fund our operations for the near future and we may not be able to obtain additional financing. We will continue to require significant proceeds from sales of our debt or equity securities, among other sources of capital. However, we no longer have access to funds from the sale of shares of common stock in an at-the-market offering, and we will need to seek other sources of capital, of which there can be no assurance. Furthermore, to the extent we use any net proceeds from sales of our securities for acquisitions of other businesses or financial interests in additional movies (through our subsidiaries, MoviePass Ventures or MoviePass Films), we will need additional capital to offset our monthly cash deficit to the extent resulting from those further investments.

We will continue to require significant proceeds from sales of our debt or equity securities, each of which will may have a significant dilutive effect on our stockholders. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned growth or otherwise further alter our business model, objectives and operations, which could harm our business, financial condition and operating results.

Any failure to maintain effective internal control over our financial reporting could materially adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in our annual reports on Form 10-K an assessment by management of the effectiveness of our internal control over financial reporting. Our management assessed our internal control over financial reporting as of December 31, 2017. Based on such assessment, we concluded that our internal control over financial reporting was not effective as of December 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The material weakness we have identified is as follows:

● Due to the significant number of transactions that occurred during the fourth quarter of 2017 including, but not limited to, the acquisition of MoviePass and the related financing arrangements, it was determined that we had inadequate monitoring controls in place related to our financial reporting, debt and equity related transactions and other management oversight procedures due to the lack of sufficient accounting resources to complete an effective review of the various complex and significant transactions.

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The MoviePass acquisition on December 11, 2017 and the post-acquisition integration related activities represents a material change in our internal control over financial reporting. We are in the process of evaluating the impact of the acquisition on our internal control over financial reporting as well as the necessary controls and procedures to be implemented.

Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If we are not able to comply with the requirements of Section 404 in a timely manner, if we do not remedy the current material weakness or if we identify additional material weaknesses in our internal controls, investors could lose confidence in the reliability of our financial statements, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, or other regulatory authorities.

We received a written notice from Nasdaq that it has determined to delist our common stock from the Nasdaq Capital Market.

On June 21, 2018, we received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying us that, for the prior thirty consecutive business days, the closing bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rules, we have been given 180 calendar days, or until December 18, 2018, to regain compliance with the Minimum Bid Price Requirement.

On December 19, 2018, we received a written notice from the Staff that we had not regained compliance with the Minimum Bid Price Requirement and are not eligible for a second 180-day period because the Staff determined that it does not appear that it is possible for us to cure the deficiency. The notice indicated that, while we met all the quantitative requirements, the Staff’s determination is based on the low price of our common stock, the significant issuances of common stock over the past year from an Equity Distribution Agreement and the conversion of future priced securities (primarily Senior Secured Convertible Notes of the Company issued on November 7, 2017 and January 23, 2018), our stated need to issue additional shares to fund its operations, the failure of a prior reverse-stock split in July 2018 to result in compliance with the Minimum Bid Price Requirement, and our inability to obtain approval for a proposed reverse stock split at a special meeting in November 2018.

As a result, Nasdaq has determined that unless we timely request an appeal of such determination before the Nasdaq Hearings Panel (the “Panel”), our common stock will be scheduled for delisting from the Nasdaq Capital Market and will be suspended at the opening of business on December 28, 2018, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove our securities from listing and registration on the Nasdaq Capital Market.

In accordance with Nasdaq’s procedures, we appealed the Staff’s determination by requesting a hearing before the Panel (the “Hearing”) to seek continued listing. This hearing request automatically stays the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision. Nasdaq has informed us that the Hearing is scheduled to take place on January 31, 2019. At or prior to the Hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Bid Price Requirement and request an extension of time so that our Board of Directors and management can effect a reverse stock split at a time that is in the best interests of our stockholders. We intend to continue to monitor the closing bid price for our common stock and will continue considering all available options to resolve our noncompliance with the Minimum Bid Price Requirement.

If we are not able to regain compliance with the Minimum Bid Price Requirement or we are not successful in our appeal at the Hearing before the Panel, our common stock could be traded on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it would become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news media, which could cause the price of our common stock to decline further. Additionally, the sale or purchase of our common stock would likely be made more difficult and the trading volume and liquidity of our common stock would likely decline. A delisting from the Nasdaq Capital Market would also result in negative publicly and would negatively impact our ability to raise capital in the future.

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The sale of a substantial amount of our common stock in the public market and the issuance of shares reserved for issuance to consultants and upon conversion of convertible instruments, including the shares issuable upon exercise of the Warrants and Placement Agent Warrants offered in this offering, could adversely affect the prevailing market price of our common stock.

As of January 14, 2019, we had 1,668,207,926 shares of common stock issued and outstanding and the closing sale price of our common stock on January 15, 2019 was $0.0163.

We may engage in transactions to issue convertible debt, as we have in the past, which transactions may include registration rights. The registration of such additional securities and the potential for high volume trades of our common stock in connection with these financings may have a downward effect on our market price. In addition, in connection with past convertible note financings, we issued five-year warrants to a financial advisor, of which 29,364 are currently exercisable. Future issuance of our common stock upon exercise of these warrants may have a further negative impact on our stock price.

Finally, as of January 14, 2019, we have reserved for issuance, but not yet issued, a substantial amount of additional shares that are included in “Summary––The Offering––Common stock outstanding after the offering.” The issuance of shares we are obligated to issue, which may increase dilution of existing investors and further depress the market price of our common stock, which may negatively affect our stockholders’ equity and our ability to raise capital on terms acceptable to us in the future.

The price of our common stock has been volatile, and the market price of our common stock may decrease.

The per share price of our common stock has been volatile. Since July 25, 2018, the day after we effected the Reverse Stock Split, the per share closing price of our common stock has been as low as $0.0124 on September 18, 2018 and as high as $10.6 on July 25, 2018. The factors that may cause the market price of our common stock to fluctuate include, but are not limited to:

● our ability to derive financial benefits from our ownership stake in MoviePass, MoviePass Films, MoviePass Ventures and our ownership of the Moviefone assets;

● the ability of MoviePass to become cash flow positive or profitable;

● the ability of MoviePass Ventures to enter into economic arrangements with film distributors and derive economic benefits from such arrangements;

● our ability to recruit and retain qualified IT personnel;

● changes in the perception of investors and securities analysts regarding the risks to our business or the condition of our business;

● changes in our relationships with key clients;

● changes in the market valuation or earnings of our competitors or companies viewed as similar to us;

● changes in key personnel;

● changes in our capital structure, such as future issuances of securities or the incurrence of debt;

● the granting or exercise of employee stock options or other equity awards; and

● general market and economic conditions.

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In addition, the equity markets have experienced significant price and volume fluctuations that have affected the market prices for the securities of technology companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention.

You will experience immediate and substantial dilution in the book value per share of the common stock you purchase.

Because the price per share of our common stock being offered will be higher than the book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the securities you purchase in this offering. See the section titled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.

There is no public market for the Warrants to purchase shares of our common stock being offered in this offering.

There is no public trading market for the Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrants on any national securities exchange or other nationally recognized trading system, including the Nasdaq Capital Market. Without an active market, the liquidity of the Warrants will be limited, and you may not be able to resell your Warrants. If your Warrants cannot be resold, you will have to depend upon any appreciation in the value of our common stock over the exercise price of the Warrants in order to realize a return on your investment in the Warrants.

Except as otherwise provided in the Warrants, holders of our Warrants will not have the rights or privileges of a holder of our common stock, including any voting rights, until such holders exercise their Warrants and acquire our common stock.

Except as otherwise provided in the Warrants, holders of our Warrants will not have the rights or privileges of a holder of our common stock, including any voting rights, until such holders exercise their Warrants and acquire our common stock. As a result, absent exercise of the Warrants, holders of the Warrants will not have the ability to vote their shares underlying the Warrants, which may limit the influence that investors in our offering may have over the outcome of matters submitted to our stockholders for a vote.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

We currently intend to use the net proceeds from this offering for general corporate purposes of the Company and its subsidiaries; to satisfy $1.2 million of the amounts payable in connection with the senior non-convertible notes issued by the Company on October 4, 2018 and December 18, 2018; and for transaction expenses including placement agent fees. We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes other than the payment of a portion of the senior non-convertible notes and transaction expenses. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

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This offering is being conducted on a “best efforts” basis.

We have retained H.C. Wainwright & Co., LLC as our exclusive placement agent in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. As a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ultimately be consummated.

The conditions to the completion of the creation of MoviePass Entertainment Holdings Inc. , or “MoviePass Entertainment,” and the distribution of shares of MoviePass Entertainment to our security holders may not be satisfied, and we may not have the required surplus or cash flow solvency under Delaware law to effect a distribution of shares of MoviePass Entertainment to our security holders.

On October 23, 2018, we issued a press release announcing that our Board of Directors preliminarily approved a plan to create a new subsidiary named MoviePass Entertainment Holdings Inc. that would take ownership of the shares of MoviePass and other film related assets held by the Company, including our equity interests in MoviePass Films and MoviePass Ventures and the Moviefone brand and related assets. If permitted under Delaware law and subject to other conditions, we plan to distribute a minority of the outstanding shares of MoviePass Entertainment common stock as a dividend to holders of common stock and certain warrants of the Company as of a record date that is yet to be determined, with the Company retaining control of MoviePass Entertainment upon any such distribution, which we refer to as the “Spin-Off Transaction.” Following the Spin-Off Transaction, MoviePass Entertainment would become a separate publicly traded company.

The Spin-Off Transaction is subject to numerous conditions, including MoviePass Entertainment completing the necessary audited financial statements and having a registration statement on Form S-1 declared effective by the Securities and Exchange Commission, and the approved listing of MoviePass Entertainment’s common stock on Nasdaq or an alternative trading market.

Additionally, we may not have the required surplus or cash flow solvency under Delaware law to effect the Spin-Off Transaction. No assurance can be given that the Spin-Off Transaction will occur, or if it occurs that it will occur on the terms described in this prospectus supplement. In addition to the conditions to the Spin-Off Transaction described herein (certain of which may be waived by our Board of Directors in its sole discretion), our Board of Directors may abandon the Spin-Off Transaction at any time prior to the distribution date for any reason or for no reason.

We may not realize the potential benefits from the Spin-Off Transaction in the near term or at all.

We believe that the Spin-Off Transaction will better position MoviePass Entertainment and us to take advantage of certain business opportunities and financing strategies that more closely align to MoviePass Entertainment’s and our business goals. However, no assurance can be given that any investment or other strategic opportunities will become available to us or MoviePass Entertainment following the Spin-Off Transaction on terms that we or MoviePass Entertainment find favorable or at all. Given the added costs associated with the completion of the Spin-Off Transaction, including the separate accounting, legal and other compliance costs of MoviePass Entertainment being a separate public company, we and MoviePass Entertainment may fail to realize the anticipated benefits of the Spin-Off Transaction in the near term or at all, which could have a material adverse effect on our business, financial condition, operating results and cash flow, and our results of operations.

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USE OF PROCEEDS

We estimate the net proceeds to us from the sale of the Common Units offered hereby, after deducting the placement agent fees and estimated offering expenses payable by us, will be approximately $4.6 million.

We will use approximately $1.2 million of the net proceeds from the sale of the common stock and warrants offered by us under this prospectus supplement to redeem a portion of our outstanding non-convertible senior notes that we issued on October 4, 2018 and December 18, 2018, or the “Senior Notes,” and the remaining proceeds for general corporate purposes of the Company and our subsidiaries and transaction expenses. The Senior Notes have an aggregate principal amount of $31.7 million, subject to 50% reduction for a total of approximately $15.9 million if repaid within nine months, and bear interest at 3% per annum, capitalized quarterly. Unless earlier redeemed, the Senior Notes will mature on May 29, 2020.

In order to fund our operations for the foreseeable future, we will require additional capital exceeding our cash on hand even after giving effect to the net proceeds from this offering. In addition, actual costs and expenditures may exceed management’s current expectations. It is unlikely that we will generate sufficient operating cash flow to meet our business objectives. Accordingly, we will need to raise additional capital in the future over and above the net proceeds from this offering.

The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors” in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein, as well as the amount of cash used in our operations. We may find it necessary or advisable to use the net proceeds for other purposes, and our management will have significant flexibility in applying the net proceeds of this offering. Until the funds are used as described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing instruments or other investment-grade securities.

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2018:

● on an actual basis; and

● on an as adjusted basis to give effect to our receipt of net proceeds of approximately $4.8 million from the sale of Common Units that we are offering after deducting the placement agent fees and estimated offering expenses payable by us and the mandatory redemption of $1.2 million of Senior Notes.

This capitalization table should be read in conjunction with management’s discussion and analysis of results of operations and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

As of September 30, 2018 (Unaudited) Actual As adjusted for this offering(1)(2) Cash and cash equivalents $ 4,850,972 $ 8,222,889 Preferred stock, $0.01 par value; 2,000,000 shares authorized; 20,500 shares issued and outstanding, actual and as adjusted, as of September 30, 2018 205 205 Common stock, $0.01 par value; 5,000,000,000 shares authorized; 1,357,590,536 issued and outstanding actual, and 1,690,923,870 issued and outstanding, as adjusted, as of September 30, 2018 $ 13,575,906 $ 16,909,239 Additional paid-in-capital 461,370,934 462,591,267 Accumulated deficit (377,266,866 ) (377,266,866 ) Accumulated other comprehensive loss – foreign currency translation (156,399 ) (156,399 ) Non-controlling interest (25,440,530 ) (25,440,530 ) Total stockholders’ equity $ 72,083,250 $ 76,636,917

(1) Cash reflects the net proceeds from this offering, after deducting the mandatory redemption of $1.2 million of Senior Notes.

(2) Cash does not include the effects of results of operations from October 1, 2018 through the date of this offering.

The total number of shares of common stock to be outstanding immediately after this offering assumes no exercise of the Series C Warrants, the Series D Warrants, the Series E Warrants or the Placement Agent Warrants in this offering, and is based on 1,357,590,536 shares of common stock issued and outstanding as of September 30, 2018, but does not include the following:

● 10,440 shares of common stock available and reserved for issuance pursuant to the Helios and Matheson Analytics Inc. 2014 Equity Incentive Plan;

● 29,364 shares of common stock that may be issued upon the exercise of warrants by Palladium Capital Advisors LLC;

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● 18,545 shares of common stock reserved for issuance to various officers, directors, employees and consultants;

● 16,000 shares of common stock issuable to MoviePass upon receipt of stockholder approval and unrestricted conversion of the convertible promissory note in the principal amount of $12 million that we issued to MoviePass upon the closing of the Securities Purchase Agreement, dated August 15, 2017, between the Company and MoviePass;

● 50,886 shares of common stock issuable upon the exercise of warrants issued in public offerings in December 2017, February 2018 and April 2018;

● 10,201 shares of common stock issuable upon the exercise of warrants, issued to Oath Inc. upon the closing of the acquisition of the Moviefone assets;

● 2,000 shares reserved for issuance to Helios and Matheson Information Technology Ltd. in exchange for entering into prior lockup agreements and a new 12-month lockup agreement; and

● 1,026,666,669 shares of common stock issuable upon the exercise of the Warrants and Placement Agent Warrants in this offering.

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DILUTION

A purchaser of Common Units in this offering will be diluted immediately to the extent of the difference between the offering price per Common Unit and our pro forma net tangible book value per share after this offering. We calculate net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock.

Our net tangible book value as of September 30, 2018 was approximately $(7.2) million, or $(0.0100) per share. After giving effect to the sale by us of 333,333,334 Common Units at the offering price of $0.0163 per Common Unit, and after deducting the placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2018 would have been approximately $(2.6)million, or $(0.0015) per share. This represents an immediate increase in as adjusted net tangible book value of $0.0085 per share to existing stockholders and an immediate dilution of $0.0178 per share to new investors of Common Units in this offering. The following table illustrates the per share dilution to investors of Common Units in this offering:

Offering price per Common Unit for this offering $ 0.0163 Historical net tangible book value per share as of September 30, 2018 $ (0.0100 ) Increase in as adjusted net tangible book value per share after this offering $ 0.0085 As adjusted net tangible book value per share as of September 30, 2018, after giving effect to this offering $ (0.0015 ) Dilution per share to new investors $ 0.0178

The foregoing table does not take into account further dilution to new investors that could occur upon the exercise of outstanding options, restricted stock units and warrants having a per share exercise price less than the per Common Unit offering price in this offering.

For purposes of calculating pro forma net tangible book value, the above table is based on 1,357,590,536 shares of our common stock issued and outstanding as of September 30, 2018, and does not include the shares issued or issuable as disclosed above under “Capitalization.”

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DESCRIPTION OF THE SECURITIES WE ARE OFFERING

We are offering 333,333,334 Common Units (each Common Unit consisting of one share of our common stock, one Series C Warrant to purchase one share of our common stock, one Series D Warrant to purchase one share of our common stock and one Series E Warrant to purchase one share of our common stock). Each share of common stock and accompanying Warrant included in each Common Unit will be issued separately and will be immediately separable upon issuance. The Common Units will not be issued or certificated. Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue the Placement Agent Warrants described below, as part of the compensation payable to the placement agent in connection with this offering. This prospectus supplement also includes the offering of the shares of common stock issuable upon exercise of the Warrants and the Placement Agent Warrants.

Common Stock

The material terms and provisions of our common stock are described under the caption “Description of the Securities that may be Offered––Description of Common Stock” beginning on page 2 of the accompanying prospectus, subject to the following modification. We have 5,002,000,000 shares of capital stock authorized under our certificate of incorporation, consisting of 5,000,000,000 shares of common stock, $0.01 par value, and 2,000,000 shares of preferred stock, $0.01 par value. We have 20,500 shares of Series A Preferred Stock outstanding. Each share of Series A Preferred Stock is entitled to 3,205 votes per share on all matters on which holders of common stock are entitled to vote. However, the amount of votes with respect to the Series A Preferred Stock held by any holder, when aggregated with any other voting securities of our company held by such holder, cannot exceed 19.9% of our outstanding voting power calculated as of June 21, 2018 (or such greater percentage allowed by Nasdaq without any stockholder approval requirements).

Warrants

The following is a brief summary of certain terms and conditions of the Warrants included in the Common Units we are offering and the Placement Agent Warrants and is qualified in its in its entirety by reference to the provisions of the Warrants and the Placement Agent Warrants, as applicable, the forms of which are filed as an exhibit to the registration statement of which this prospectus forms a part.

Series C Warrants

Form. The Series C Warrants will be issued as individual warrant agreements issued to purchasers.

Amount. Each purchaser of a Common Unit will receive a Series C Warrant exercisable into one share of common stock for each Common Unit.

Exercisability. The Series C Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the five-year anniversary of such initial exercise date. The Series C Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of a Series C Warrant to the extent that the holder would beneficially own more than 4.99% of the outstanding shares of our common stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the holder’s amount of ownership of outstanding shares of common stock after exercising the holder’s common warrants to up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series C Warrants. Purchasers in this offering may also elect prior to the issuance of the Series C Warrants to have the initial exercise limitation set at 9.99% of the outstanding shares of our common stock.

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Exercise Price. The exercise price per whole share of common stock purchasable upon exercise of the Series C Warrants is $0.0163 per share of common stock. The exercise price and number of shares of our common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Cashless Exercise. If, at the time a holder exercises its Series C Warrants, a registration statement registering the issuance of the shares of our common stock underlying the Series C Warrants under the Securities Act, or a prospectus contained therein, is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of our common stock determined according to a formula set forth in the Series C Warrants.

Transferability. Subject to applicable laws, a Series C Warrant may be transferred at the option of the holder upon surrender of the Series C Warrant to us together with the appropriate instruments of transfer.

Exchange Listing. We do not plan on applying to list the Series C Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Subsequent Rights Offerings. If at any time we grant, issue or sell any shares of our common stock, or any securities that would entitle the holder thereof to acquire shares of our common stock, or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of our common stock (collectively, “Purchase Rights”), then each holder will be entitled to acquire, upon the terms applicable to such securities, the aggregate number of Purchase Rights which such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series C Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s ownership of the Purchase Rights would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to such Purchase Rights to such extent, and such Purchase Rights to such extent shall be held in abeyance for such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation.

Distributions. In the event we declare or make a dividend or other distribution of our assets to holders of shares of our common stock, then the holders of Series C Warrants shall be entitled to participate in such distribution to the same extent that a holder would have participated therein if such holder had held the number of shares of our common stock such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series C Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s right to participate in any such distribution would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of our common stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation).

Fundamental Transactions. In the event of a fundamental transaction, as described in the Series C Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding shares of our common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding shares of our common stock, the holders of the Series C Warrants will be entitled to receive upon exercise of the Series C Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series C Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the Series C Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Series C Warrants do not have the rights or privileges of holders of shares of our common stock, including any voting rights, until they exercise their Series C Warrants.

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Amendments. The terms of a Series C Warrant may be amended or modified with the written consent of the Company and the holder of the Series C Warrant.

Fractional Shares. No fractional shares of our common stock will be issued in connection with the exercise of a Series C Warrant. In lieu of fractional shares of our common stock, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Series D Warrants

Form. The Series D Warrants will be issued as individual warrant agreements issued to purchasers.

Amount. Each purchaser of a Common Unit will receive a Series D Warrant exercisable into one share of common stock for each Common Unit.

Exercisability. The Series D Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the one-year anniversary of such initial exercise date. The Series D Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of a Series D Warrant to the extent that the holder would beneficially own more than 4.99% of the outstanding shares of common stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the holder’s amount of ownership of outstanding shares of our common stock after exercising the holder’s common warrants to up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D Warrants. Purchasers in this offering may also elect prior to the issuance of the Series D Warrants to have the initial exercise limitation set at 9.99% of the outstanding shares of our common stock.

Exercise Price. The exercise price per whole share of common stock purchasable upon exercise of the Series D Warrants is $0.0163 per share of common stock. The exercise price and number of shares of our common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Cashless Exercise. If, at the time a holder exercises its Series D Warrants, a registration statement registering the issuance of the shares of our common stock underlying the Series D Warrants under the Securities Act, or a prospectus contained therein, is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of our common stock determined according to a formula set forth in the Series D Warrants.

Transferability. Subject to applicable laws, a Series D Warrant may be transferred at the option of the holder upon surrender of the Series D Warrant to us together with the appropriate instruments of transfer.

Exchange Listing. We do not plan on applying to list the Series D Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Subsequent Rights Offerings. If at any time we grant, issue or sell any Purchase Rights, then each holder will be entitled to acquire, upon the terms applicable to such securities, the aggregate number of Purchase Rights which such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series D Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s ownership of the Purchase Rights would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to such Purchase Rights to such extent, and such Purchase Rights to such extent shall be held in abeyance for such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation.

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Distributions. In the event we declare or make a dividend or other distribution of our assets to holders of shares of our common stock, then the holders of Series D Warrants shall be entitled to participate in such distribution to the same extent that a holder would have participated therein if such holder had held the number of shares of our common stock such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series D Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s right to participate in any such distribution would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of our common stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation).

Fundamental Transactions. In the event of a fundamental transaction, as described in the Series D Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding shares of our common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding shares of our common stock, the holders of the Series D Warrants will be entitled to receive upon exercise of the Series D Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series D Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the Series D Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Series D Warrants do not have the rights or privileges of holders of shares of our common stock, including any voting rights, until they exercise their Series D Warrants.

Amendments. The terms of a Series D Warrant may be amended or modified with the written consent of the Company and the holder of the Series D Warrant.

Fractional Shares. No fractional shares of our common stock will be issued in connection with the exercise of a Series D Warrant. In lieu of fractional shares of our common stock, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Series E Warrants

Form. The Series E Warrants will be issued as individual warrant agreements issued to purchasers.

Amount. Each purchaser of a Common Unit will receive a Series E Warrant exercisable into one share of common stock for each Common Unit.

Exercisability. The Series E Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the one-year anniversary of such initial exercise date. The Series E Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of a Series E Warrant to the extent that the holder would beneficially own more than 4.99% of the outstanding shares of common stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to us, the holder may increase or decrease the holder’s amount of ownership of outstanding shares of our common stock after exercising the holder’s common warrants to up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series E Warrants. Purchasers in this offering may also elect prior to the issuance of the Series E Warrants to have the initial exercise limitation set at 9.99% of the outstanding shares of our common stock.

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Exercise Price. The exercise price per whole share of common stock purchasable upon exercise of the Series E Warrants is $1.00 per share of common stock. The exercise price and number of shares of our common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Cashless Exercise. If, at the time a holder exercises its Series E Warrants, a registration statement registering the issuance of the shares of our common stock underlying the Series E Warrants under the Securities Act, or a prospectus contained therein, is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of our common stock determined according to a formula set forth in the Series E Warrants.

Transferability. Subject to applicable laws, a Series E Warrant may be transferred at the option of the holder upon surrender of the Series E Warrant to us together with the appropriate instruments of transfer.

Exchange Listing. We do not plan on applying to list the Series E Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Subsequent Rights Offerings. If at any time we grant, issue or sell any Purchase Rights, then each holder will be entitled to acquire, upon the terms applicable to such securities, the aggregate number of Purchase Rights which such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series E Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s ownership of the Purchase Rights would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to such Purchase Rights to such extent, and such Purchase Rights to such extent shall be held in abeyance for such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation.

Distributions. In the event we declare or make a dividend or other distribution of our assets to holders of shares of our common stock, then the holders of Series E Warrants shall be entitled to participate in such distribution to the same extent that a holder would have participated therein if such holder had held the number of shares of our common stock such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete exercise of the Series E Warrant (without regard to any limitations on exercise hereof, including without limitation, any beneficial ownership limitations); provided, however, that to the extent that such holder’s right to participate in any such distribution would result in such holder exceeding the beneficial ownership limitations, then such holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of our common stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of such holder until such time, if ever, as its right thereto would not result in such holder exceeding the beneficial ownership limitation).

Fundamental Transactions. In the event of a fundamental transaction, as described in the Series E Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding shares of our common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding shares of our common stock, the holders of the Series E Warrants will be entitled to receive upon exercise of the Series E Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Series E Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. Except as otherwise provided in the Series E Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Series E Warrants do not have the rights or privileges of holders of shares of our common stock, including any voting rights, until they exercise their Series E Warrants.

Amendments. The terms of a Series E Warrant may be amended or modified with the written consent of the Company and the holder of the Series E Warrant.

Fractional Shares. No fractional shares of our common stock will be issued in connection with the exercise of a Series E Warrant. In lieu of fractional shares of our common stock, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Placement Agent Warrants

In addition, we have agreed to issue to the placement agent the Placement Agent Warrants to purchase up to 8.0% of the aggregate number of shares of our common stock included to be sold in this offering, including shares of common stock issuable upon the exercise of the Warrants. The Placement Agent Warrants will have an exercise price equal to $0.020375, or 125% of the purchase price per share of common stock in this offering, and such Placement Agent Warrants will be exercisable at any time on or after the six-month anniversary of issuance date until the fifth anniversary of the effective date of this offering.

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PLAN OF DISTRIBUTION

Pursuant to an engagement letter dated December 16, 2018, we have engaged H.C. Wainwright & Co., LLC (“Wainwright” or the “placement agent”) to act as our exclusive placement agent in connection with this offering of our securities pursuant to this prospectus supplement and accompanying prospectus. Under the terms of the engagement letter, the placement agent has agreed to act as our exclusive placement agent, on a reasonable best efforts basis, in connection with the issuance and sale by us of our securities in this takedown from our shelf registration statement. The terms of this offering were subject to market conditions and negotiations between us, the placement agent and prospective investors. The engagement letter does not give rise to any commitment by the placement agent to purchase any of our securities, and the placement agent will have no authority to bind us by virtue of the engagement letter. Further, the placement agent does not guarantee that it will be able to raise new capital in any prospective offering. The placement agent may engage sub-agents or selected dealers to assist with this offering.

The placement agent proposes to arrange for the sale of the securities we are offering pursuant to this prospectus supplement and accompanying prospectus to one or more investors through a securities purchase agreement directly between the purchasers and us. The securities purchase agreement will provide the purchasers with certain representations, warranties and covenants from us.

We expect to deliver the securities being offered pursuant to this prospectus supplement on or about January 16, 2019.

We have agreed to pay the placement agent a total cash fee equal to 8.0% of the gross proceeds of this offering (except in the case of one of the purchasers, the fee will be equal to 6.0% of the gross proceeds received from such purchaser). We will also pay the placement agent a management fee equal to 1.0% of the gross proceeds raised in this offering and $85,000 for non-accountable expenses and $10,000 for clearing expenses. Palladium Capital Advisors, LLC is an independent financial advisor to us in connection with the offering and will receive an advisory fee of $100,000. Palladium Capital Advisors, LLC will not sell or offer to sell any securities offered hereby. We estimate the total expenses payable by us for this offering will be approximately $0.5 million, which amount excludes the placement agent fees. In addition, we have agreed to issue to the Placement Agent Warrants to purchase up to 8.0% of the aggregate number of shares of our common stock sold in this offering, or up to 26,666,667 shares of common stock. The Placement Agent Warrants will have substantially the same terms as the Series C Warrants issued to the investors in this offering, except that the Placement Agent Warrants will have an exercise price equal to $0.020375, or 125% of the offering price per share in this offering and will be exercisable at any time on or after the six-month anniversary of issuance date until the fifth anniversary of the effective date of the offering. Pursuant to FINRA Rule 5110(g), the Placement Agent Warrants and any shares issued upon exercise of the Placement Agent Warrants shall not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in this offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the placement agent or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

We have agreed to indemnify the placement agent and specified other persons against certain liabilities relating to or arising out of the placement agent’s activities under the engagement letter and to contribute to payments that the placement agent may be required to make in respect of such liabilities.

We have also granted the placement agent certain rights of first refusal following the closing of the offering to act as sole book-runner, sole manager, sole underwriter or sole placement agent for each and every future public or private equity offering by us or any of our successors or subsidiaries, under certain circumstances. In addition, we have also agreed to pay the placement agent a tail fee equal to the cash and warrants compensation in this offering, in case certain investors provide us with capital in any public or private offering or other financing or capital raising transaction, subject to certain conditions and exceptions, during the twelve-month period after the expiration of termination of the engagement letter.

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Pursuant to the securities purchase agreement, subject to certain exceptions, we have agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents for a period of 30 days following the consummation of this offering.

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares of common stock and warrants by the placement agent acting as principal. Under these rules and regulations, the placement agent:

● may not engage in any stabilization activity in connection with our securities; and

● may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

From time to time, the placement agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosed in this prospectus supplement, we have no present arrangements with the placement agent for any further services.

Listing; Transfer Agent and Registrar

Our common stock is listed on the Nasdaq Capital Market under the symbol “HMNY”. We do not intend to list the Warrants or the Placement Agent Warrants to be sold in this offering on any securities exchange.

The transfer agent for our common stock is Computershare. Our transfer agent’s address is 350 Indiana Street, Suite 750, Golden, Colorado 80401.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Greenberg Traurig, LLP, Los Angeles, California.

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EXPERTS

Rosenberg Rich Baker Berman, P.A., independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2017 and 2016, as set forth in their report, which is incorporated by reference in this prospectus supplement and elsewhere in the registration statement in which this prospectus supplement is included, which report includes an explanatory paragraph about the existence of substantial doubt concerning our ability to continue as a going concern. Our consolidated financial statements for the years ended December 31, 2017 and 2016 are incorporated by reference in reliance on Rosenberg Rich Baker Berman, P.A.’s report, given on their authority as experts in accounting and auditing.

The balance sheets of MoviePass as of December 31, 2016 and 2015, and the related statements of operations, stockholders’ equity, and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2017 which report includes an explanatory paragraph about the existence of substantial doubt concerning MoviePass’ ability to continue as a going concern. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act, with respect to the securities covered by this prospectus supplement. This prospectus supplement, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this prospectus supplement, please see the registration statement and the exhibits filed with the registration statement. A copy of the registration statement and the exhibits filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is http://www.sec.gov.

We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the Public Reference Room and website of the SEC referred to above. We maintain a website at http://www.hmny.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus supplement.

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INFORMATION INCORPORATED BY REFERENCE

The SEC and applicable law permits us to “incorporate by reference” into this prospectus supplement information that we have or may in the future file with or furnish to the SEC. This means that we can disclose important information by referring you to those documents. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement. We hereby incorporate by reference the following documents into this prospectus supplement:

● our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the Securities and Exchange Commission on April 17, 2018; ● our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, as filed with the Securities and Exchange Commission on May 15, 2018, August 14, 2018 and November 15, 2018, respectively; ● our Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 9, 2018, January 11, 2018, January 19, 2018, January 26, 2018, February 8, 2018, February 13, 2018, March 14, 2018, March 15, 2018, April 5, 2018, April 18, 2018, April 19, 2018, April 20, 2018, May 8, 2018, June 4, 2018, June 21, 2018, June 26, 2018, June 29, 2018, July 11, 2018, July 13, 2018, July 24, 2018, July 25, 2018, July 27, 2018, July 31, 2018, August 1, 2018, August 30, 2018, September 12, 2018, October 4, 2018, October 15, 2018, December 18, 2018, December 21, 2018, and December 31, 2018; and our Current Report on Form 8-K/A filed with the Securities and Exchange Commission on February 9, 2018, and July 25, 2018; and ● the financial statements of MoviePass for the year ended December 31, 2016 and the interim period ended September 30, 2017 included in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2017.

Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement.

Upon written or oral request, we will provide you without charge, a copy of any or all of the documents incorporated by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents. Please send requests to Helios and Matheson Analytics Inc., Attn: Chief Executive Officer, The Empire State Building, 350 Fifth Avenue, New York, New York 10118, telephone number is (212) 979-8228.

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PROSPECTUS

$1,200,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

Subscription Rights

We may from time to time offer and sell, in one or more offerings, up to $1,200,000,000 in any combination of common stock, preferred stock, debt securities, which may be senior, senior subordinated, or subordinated, warrants, units and subscription rights. This prospectus provides you with a general description of the securities we may offer and certain other information about our company. We may offer these securities in amounts, at prices and on terms determined at the time of offering.

We will provide you the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free-writing prospectuses to be provided to you in connection with these offerings. Any prospectus supplement and any related free-writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, any applicable prospectus supplement and any related free-writing prospectus, as well as any documents incorporated by reference, before you invest.

We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of the offering. We may offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

Our common stock is listed on the Nasdaq Capital Market under the symbol “HMNY.” On June 29, 2018, the closing price of our common stock as reported by the Nasdaq Capital Market was $0.31 per share.

An investment in our securities involves a high degree of risk. See “Risk Factors” on page 2 of this prospectus for more information on these risks. We may include additional risk factors in an applicable prospectus supplement under the heading “Risk Factors.” You should review that section of the prospectus supplement for a discussion of matters that investors in our securities should consider.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 5, 2018

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $1,200,000,000. This prospectus provides you with a general description of the securities which may be offered. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add or update information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Information Incorporated by Reference.”

The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. Specifically, we have filed certain legal documents that establish the terms of the securities offered by this prospectus as exhibits to the registration statement. We will file certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to reports we file with the SEC. You may obtain copies of that registration statement and the other reports and documents referenced herein as described below under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates.

In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Helios” refer to Helios and Matheson Analytics Inc. and its subsidiaries.

MARKET, INDUSTRY AND OTHER DATA

This prospectus, including the information incorporated by reference, contains estimates, projections and other information concerning our industry, our business, and the markets for certain products and services, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is based on a number of assumptions and is inherently subject to uncertainties, including those described in “Risk Factors” and elsewhere in this prospectus and documents incorporated by reference in this prospectus, and actual events or circumstances may differ materially from events and circumstances reflected in this information. You are cautioned not to give undue weight to such estimates, projections and other information.

Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties and general publications. In some cases, we do not expressly refer to the sources from which this data 