Helios and Matheson Analytics Inc. (NasdaqCM:HMNY) signed a term sheet to acquire Zone Technologies, Inc. from Theodore Farnsworth and others on June 3, 2016. Helios and Matheson Analytics Inc. (NasdaqCM:HMNY) entered into a definitive agreement to acquire Zone Technologies, Inc. from Theodore Farnsworth and others for $1.9 million on July 7, 2016. All the issued and outstanding shares of Zone’s Common Stock will converted into the right to receive shares of common stock of Helios in the ratio of 0.174 Helios Common Shares for each share of Zone Common Stock for an aggregate of 1.74 million Helios common shares. The conversion will represent approximately 33% of the issued and outstanding Helios Common Shares. HELIOS’s pre-Merger shareholders would hold Helios Common Shares representing approximately 44% of the issued and outstanding Helios Common Shares. An equity financing of at least $5 million and up to $10 million will be raised. Upon consummation of the Merger and the Financing, the securities to be issued in the Financing would represent approximately 23% of the issued and outstanding Helios Common Shares. Zone will become a wholly owned subsidiary of Helios after the merger. Upon termination of agreement by Zone, Zone shall pay to Helios a $0.75 million termination fee. And Upon termination of agreement by Helios, Helios shall pay to Zone a $0.75 million termination fee. Upon completion, Theodore Farnsworth will become the Chairman of Helios and Matheson Analytics and Pat Krishnan will become the Chief Technology Officer of Zone Technologies. In addition, upon completion of the merger, Zone Technologies and Helios and Matheson Analytics are each expected to have the right to designate two members to Helios and Matheson Analytics’s board of directors and mutually select a fifth director, a majority of which will be independent. Upon completion of the merger, Helios and Matheson Analytics would change its corporate name and trading symbol to a name and symbol mutually selected by Zone Technologies and Helios and Matheson. The definitive agreement is expected to be signed no later than July 7, 2016. The transaction is subject to approval of by stockholders of the merger agreement and the merger Zone and Helios, approval of financing by stockholders, consummation of the Financing by Helios, the conditional approval of the Nasdaq Capital Market to list the Helios Common Shares to be issued in the Merger and the Financing on Nasdaq, including a decision of the Nasdaq Hearings Panel to continue HELIOS’s listing on Nasdaq, with the final approval subject only to Helios or Zone’s satisfaction of certain customary filing requirements of Nasdaq, the effectiveness of a registration statement in connection with the issuance of the Merger Consideration, Helios and Zone shall each have been satisfied with the results of their respective due diligence investigation of the other no later than July 28, 2016, Helios Common Shares shall be listed on Nasdaq and shall have not been suspended or threatened to be suspended as of the Effective Date by the SEC or Nasdaq from trading on Nasdaq, No later than August 8, 2016, Helios shall have received the opinion of a financial advisor that the Exchange Ratio in the Proposed Merger and certain other transactions of the Merger Agreement were fair to Helios and the stockholders. As per the first amendment on September 21, 2016, capital raising condition was fulfilled. Helios and Matheson Information Technology and Helios and Matheson Analytics Inc. and the controlling stockholder of Zone, Theodore Farnsworth, have entered into voting and support agreements, pursuant to which such stockholders have agreed to vote in favor of or consent in writing to the Merger and the other transactions contemplated by the Merger Agreement. As on August 25, 2016, Helios and Matheson Analytics Inc and Zone Technologies, Inc entered into amendment pursuant to which, parties waives the requirement of effectiveness registration statement, extends the due diligence review period to September 16, 2016; and extends the date by which Helios and Matheson Analytics' board of directors must have received the fairness opinion to August 23, 2016. The transaction is expected to close by November 15, 2016. Mitchell Silberberg & Knupp LLP acted as the legal advisor to Helios. Grushko & Mittman acted as the legal advisor to Zone. Helios and Matheson Analytics Inc. (NasdaqCM:HMNY) completed the acquisition of Zone Technologies, Inc. from Theodore Farnsworth and others on November 9, 2016.