UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 129, 2019

HELIOS AND MATHESON ANALYTICS INC.

(Exact name of Registrant as specified in charter)

Delaware		0-22945		13-3169913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Empire State Building

350 5^th Avenue

New York, New York 10118

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 979-8228

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On ~~June~~July 129, 2019, Helios and Matheson Analytics, Inc. (the “Company”,” “we,” “our,” or “~~our’~~us”) entered into waiver ~~its~~agreements ~~customary~~(the ~~form~~ “Agreements”) to the non-convertible Senior Note, dated as of ~~Indemnification~~October ~~Agreement~~4, ~~with~~2018, ~~Robert~~issued ~~Damon~~by the Company to the holder thereof (the “October Exchange Note”) and the non-convertible Series B Senior Notes, dated as of December 18, 2018, issued by the Company’s ~~Interim~~to ~~Chief~~the ~~Financial~~holders ~~Officer~~thereof (collectively, the “December Exchange Notes”, and together ~~Secretary~~with the October Exchange Note, the “Exchange Notes”), with each of the Holders of the Exchange Notes.

~~Pursuant to the terms~~Under of the ~~Indemnification~~Agreements ~~Agreement,~~ the ~~Company~~Holders ~~must~~agreed ~~indemnify Mr. Damon if he is or was a party~~ to orwaive ~~threatened~~the tofirst bemonthly ~~made~~amortization apayment ~~party to~~due ~~any~~under ~~proceeding by reason of~~ the ~~fact~~Exchange ~~that~~Notes heon isJune ~~or was a director or officer of the Company~~28, ~~or is or was serving at the request~~2019, ofuntil ~~the~~July ~~Company as a director~~31, ~~officer~~2019, ~~employee,~~and oragreed ~~agent~~that ofthe ~~another~~payment ~~entity,~~due ~~against~~on ~~all~~June ~~expenses~~28, ~~judgments,~~2019 ~~fines~~under ~~and~~each ~~amounts paid~~Exchange inNote ~~settlement~~will ~~actually~~instead ~~and~~be ~~reasonably~~payable ~~incurred~~on byJuly 31, Mr2019. ~~Damon~~Such inwaivers ~~connection~~were ~~with~~effective ~~the~~as ~~defense or settlement~~ of ~~such~~June ~~proceeding or any claim~~28, ~~issue~~2019. orPursuant ~~matter therein, subject~~ to ~~customary exclusions as required by applicable law and as set forth in~~ the ~~Indemnification~~Agreements, ~~Agreement.~~each ~~The~~Holder ~~Company~~further ~~must~~agreed ~~advance~~that ~~all~~no ~~reasonable expenses to Mr.~~late ~~Damon~~charges, ininterest ~~connection~~rate ~~with~~increase ~~a proceeding~~ or ~~any~~event ~~claim, issue or matter therein within 30 days after receipt~~ of adefault ~~notice~~exists ~~from~~under ~~him requesting~~ the ~~advance.~~Exchange ~~The~~Notes ~~notice~~due ~~must~~to ~~include~~the ~~reasonable~~failure ~~evidence~~ of the ~~expenses~~Company ~~and~~to ~~must be preceded or accompanied by an undertaking~~obtain bysuch orwaivers onprior ~~behalf of Mr. Damon~~ to ~~repay~~June ~~any~~28, ~~expenses~~2019. ~~advanced~~The iftiming itand isamounts ~~determined~~of ~~that he is not entitled to be indemnified against~~ the ~~expenses.~~remaining ~~Notwithstanding~~amortization ~~the~~payments ~~Indemnification~~due ~~Agreement,~~under the ~~Company~~Exchange ~~must indemnify Mr. Damon to the full extent permitted~~Notes byremain ~~law~~unchanged, ~~whether~~and ~~or not such indemnification is specifically authorized by~~ the ~~other~~maturity ~~provisions~~date of the ~~Indemnification~~Exchange ~~Agreement, the~~Notes ~~Company’s~~remains ~~Certificate~~at ofMay ~~Incorporation~~29, ~~the Bylaws, or by statute~~2020.

~~The term of the Indemnification~~ITEM ~~Agreement will continue until the later of: (a) 10 years after the date that Mr~~9.01 OTHER Damon ceases to serve as a director or officer of the Company or as a director, officer, employee, or agent of another entity at the request of the Company, or (b) the final disposition of all pending proceedings or claims, issues or matters therein in respect of which Mr. Damon is granted rights of indemnification or advancement of expenses under the Indemnification Agreement and of any action, suit or proceeding commenced by Mr. Damon to enforce his rights under the Indemnification Agreement relating thereto.EVENTS

The foregoing is only summary of the Indemnification Agreement, a form of which is attached to this Current Report as Exhibit 10.1, and is qualified in its entirety by the full text of the Indemnification Agreement, which is incorporated into this Item 1.01 by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 5.02.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
Exhibit 10.1		Form of Indemnification Agreement by and between the Company and Robert Damon.
10.1*		Form of Waiver Agreement by and between the Company and the investor signatory thereto

2* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HELIOS AND MATHESON ANALYTICS INC.
Date: June 19, 2019	By:	/s/ Theodore Farnsworth
Date: July 10, 2019	By:	/s/ Theodore Farnsworth
		Theodore Farnsworth Chief Executive Officer

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