The board of directors of MoviePass parent Helios and Matheson has canceled a shareholder vote on a reverse stock split, warning in an SEC filing that if it doesn’t manage to prop up its share price soon, it will face delisting by the Nasdaq.
The company known for pioneering subscription moviegoing, whose shares once soared on optimism that the tech disruptor would be the Uber of exhibition, have been hovering between one and two cents for the last several weeks.
The shareholder vote had been scheduled during a special meeting on Wednesday, a gathering that was postponed once already as the company has coped with a New York State Attorney General probe and shareholder lawsuits. In announcing the scrapped meeting, the company conceded that it “does not expect to have the requisite stockholder votes” to approve a reverse stock split, which would have been set at a range between 1-for-2 shares and 1-for-500 shares.
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Reverse splits are generally not signs of fiscal health. Companies use them to boost share prices by dramatically limiting the number of outstanding shares, thereby artificially inflating the price. Nasdaq is permitted to delist companies whose shares trade below $1 for a sustained period of time.
Helios shareholders approved a 1-to-250 reverse split last summer, with a similar aim of avoiding the sub-$1 danger zone. Shares spent a couple of days on the upswing, briefly reaching about $22.50 before plummeting back to earth. In addition to the New York probe and legal claims that it misled investors, the company faced public backlash during the peak summer moviegoing season, when it abruptly yanked popular titles like Mission: Impossible — Fallout. Initially blaming a tech glitch, the company has also indicated it could not afford to keep burning cash by paying tens of millions a month for bulk ticket orders while keeping subscription prices at $10 a month.
In its filing today, Helios marked December 18 as a key date. If it does not regain compliance (mainly via a $1 share price) by then, it could be granted a second 180-day period to get back on the beam. The filing notes that the Nasdaq could always decline the company’s request for more time. A delisting would follow, which would rob the company of a vital source of equity and legitimacy. Helios has announced its intent to spin off MoviePass, whose businesses also include film finance and production, into a separately managed company.
With exhibitors now ramping up their own subscription offerings — AMC Stubs A-List just announced it has reached 500,000 members about eight months ahead of schedule — the market is much more competitive. MoviePass has further complicated its situation by changing its model multiple times in 2018, settling on allowing subscribers three movies a month but also reserving the right to pull hot titles off its app.
The SEC filing does not note any of these moves specifically, but it ends on a note of regret. “The Board apologizes for any inconvenience this may have caused its stockholders,” it said.
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