MoviePass Spinoff Plan Set By Helios & Matheson In New SEC Filing

Helios & Matheson, owner of distressed movie subscription service MoviePass, said it has made a confidential filing with the SEC setting the stage for the unit’s planned spinoff.

MoviePass would remain under the control of Helios & Matheson, but would have its own financial structure and be traded separately. Helios has other data analytics businesses that have followed much less volatile trajectories than that of MoviePass over the past two years.

The parent company “expects to commence the distribution after the SEC completes its review process and declares the Form S-1 registration statement effective,” according to a press release. Conditions on the plan include approval to list MoviePass shares on the Nasdaq or another exchange as well as Helios being allowed to distribute MoviePass shares under Delaware law, “of which there is no assurance,” the company said.

Current owners of certain warrants would be eligible to participate in the distribution. On Wednesday, the company announced a deal to sell shares and warrants to institutional investors in a $5.4 million deal.

Shareholders indicated some openness to the spinoff, sending shares up almost 3%. But the stock price has remained at or below two cents a share since last August, after two attempts at reverse stock splits failed to resuscitate the stock. It has repeatedly warned of the possibility of a de-listing by the Nasdaq, which is possible if the stock continues to trade below $1 for long stretches.

The spinoff, which had been signaled last fall, follows a bruising 2018 that left MoviePass in a fragile state, especially with major exhibitors AMC and Cinemark getting traction with their own subscription plans.

While it is credited with popularizing subscription moviegoing in the U.S., racking up more than 3 million members, MoviePass quickly started bleeding cash given its former model allowing users to attend one movie a day. Losses soon grew from the tens of millions into nine figures as the company had to pay increasing amounts to secure blocks of tickets needed to fulfill subscriptions.

When Paramount’s Mission: Impossible – Fallout lit up the box office last July, MoviePass abruptly shut off subscriber access to the film during its opening weekend, first blaming a tech glitch but eventually conceding it was due to its inability to meet expenses.

Helios & Matheson has implemented a series of changes since last summer’s meltdown. A new three-tier pricing structure limits subscribers to three films a month. The company also promoted Khalid Itum, for the past year-plus an LA-based business development executive, to EVP and head of day-to-day operations as CEO Mitch Lowe shifted his focus toward overall strategy.

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