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FORA Forian

Filed: 15 Nov 21, 5:27pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

☒          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended SEPTEMBER 30, 2021

OR

☐          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-40146

FORIAN INC.
(Exact name of registrant as specified in its charter)

Delaware
 85-3467693
(State of Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Identification No.)

41 University Drive, Suite 400, Newtown, PA 18940
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (267) 225-6263

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share
 FORA
 The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b 2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Smaller reporting company ☒
   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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Act). Yes ☐ No ☒

As of November 9, 2021, there were 32,561,117 shares outstanding of the registrant’s common stock including shares of unvested restricted stock.



FORIAN INC.
(formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
 
Item 1.Financial Statements and Supplementary Data

  September 30,
  December 31, 
  2021
  2020
 
  Unaudited    
ASSETS      
Current assets:      
Cash and cash equivalents $23,535,098  $665,463 
Marketable securities  12,399,243   11,501,844 
Accounts receivable, net  2,179,979   22,996 
Contract assets  364,480   196,701 
Prepaid expenses  912,879   120,979 
Other assets
  300,000   0 
Total current assets  39,691,679   12,507,983 
         
Property and equipment, net  762,658   46,358 
Intangible assets, net  9,596,702   0 
Goodwill  9,125,372   0 
Right of use assets, net
  916,195   0 
Deposits and other assets  329,682   0 
Total assets $60,422,288  $12,554,341 

        
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
Current liabilities:        
Accounts payable  1,095,328   647,601 
Accrued expenses  2,993,013   480,741 
Short-term operating lease liabilities
  245,771   0 
Notes payable
  15,250   0 
Warrant liability  501,110   0 
Deferred revenues  682,157   158,884 
Total current liabilities  5,532,629   1,287,226 
         
Long-term liabilities:        
Long-term operating lease liabilities  675,254   0 
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related party. Refer to Note 15)
  24,049,114
   0
 
Total long-term liabilities  24,724,368   0 
         
Total liabilities  30,256,997   1,287,226 
         
Commitments and contingencies (Note 16)  0
   0
 
Stockholders' equity:        
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of September 30, 2021 and December 31, 2020
  0   0 
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,533,083 issued and outstanding as of September 30, 2021 and 21,233,039 issued and outstanding as of December 31, 2020
  31,533   21,233 
Additional paid-in capital  54,905,098   17,514,907 
Accumulated deficit  (24,771,340)  (6,269,025)
Total stockholders' equity  30,165,291   11,267,115 
Total liabilities and stockholders' equity $60,422,288  $12,554,341 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)

  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2021
  2020
  2021
  2020
 
             
Revenues:            
Information and Software $4,489,177  $159,504  $9,661,826  $334,921 
Services  269,753   0   858,400   0 
Other  202,825   0   610,123   0 
Total revenues  4,961,755   159,504   11,130,349   334,921 
                 
Costs and Expenses:                
Cost of revenue  1,337,981   0   3,028,657
   0
 
Research and development  2,612,184   658,824   6,059,948   1,474,215 
Sales and marketing  1,088,203   40,217   2,864,213   151,261 
General and administrative  6,673,723   514,280   16,035,981   1,143,365 
Depreciation and amortization  598,565   3,059   1,381,637   4,932 
Transaction related expenses  0   105,128   1,210,279   195,634 
Total costs and expenses  12,310,656   1,321,508   30,580,715   2,969,407 
                 
Loss From Operations  (7,348,901)  (1,162,004)  (19,450,366)  (2,634,486)
                 
Other Income (Expense):                
Change in fair value of warrant liability  251,778   0   746,605   0 
Interest and investment income  1,903   89   4,601   5,796 
Interest expense
  (79,422)  0
   (101,325)  0
 
Foreign currency related gains
  298,170
   0
   298,170
   0
 
Total other income, net  472,429   89   948,051   5,796 
                 
Net loss before income taxes  (6,876,472)  (1,161,915)  (18,502,315)  (2,628,690)
Income tax expense  0   0   0   0 
                 
Net Loss $(6,876,472) $(1,161,915) $(18,502,315) $(2,628,690)
                 
Other comprehensive loss:                
Changes in foreign currency translation adjustment  (145,250)  0   0   0 
Total other comprehensive loss $(145,250) $0  $0  $0 
Total comprehensive loss $(7,021,722) $(1,161,915) $(18,502,315) $(2,628,690)
                 
Basic and diluted net loss per common share $(0.22) $(0.08) $(0.64) $(0.22)
Weighted-average shares outstanding:  31,332,735   14,208,049   28,814,825   12,038,534 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

  Preferred Stock  Common Stock          

 Shares  
Par Value
@$0.001 per
share
  Shares  
Par Value
@ $0.001 per
share
  
Additional
Paid In
Capital
  
Accumulated
Deficit
  
Stockholders'
Equity
 
Balance at January 1, 2021 
   $0   21,233,039  $21,233  $17,514,907  $(6,269,025) $11,267,115 
Issuance of Forian Common stock in Helix Acquisition          8,408,383   8,408   18,446,376   0   18,454,784 
Forian Restricted Stock Vesting from MOR unvested restricted stock          671,641   671   9,987   0   10,658 
Issuance of common stock warrants          
   0
   389,976
   0
   389,976
 
Forian shares issued upon exercise of MOR Class B options          10,167   10   292,820   0   292,830 
Stock based compensation expense          0   0   6,235,021   0   6,235,021 
Issuance of Forian common stock          1,191,743   1,192   11,967,460   0   11,968,652 
Issuance of Forian common stock upon exercise of stock options          18,110   19   48,551   0   48,570 
Net loss
                      (18,502,315)  (18,502,315)
Balance at September 30, 2021
  0
  $0   31,533,083   31,533   54,905,098   (24,771,340)  30,165,291 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

 Preferred Stock  Common Stock          

Shares 
Par Value
@$0.001 per
share
  Shares  
Par Value
@ $0.001 per
share
  
Additional
Paid In
Capital
  
Accumulated
Deficit
  
Stockholders'
Equity
(Deficit)
 
Balance at January 1, 2020  $0   7,713,528  $7,713  $1,000,098  $(1,288,842) $(281,031)
Issuance of MOR Series S Units in March 2020       5,316,284   5,316   3,310,384       3,315,700 
Conversion of Promissory Notes for MOR Series S Units in March 2020       295,501   296   184,004       184,300 
Vested MOR Class B Profit Interest Units       1,281,172   1,281   19,050       20,331 
Net loss                   (2,628,690)  (2,628,690)
Balance at September 30, 2020
0 $0   14,606,485  $
14,606  $
4,513,536  $
(3,917,532) $
610,610 

 Preferred Stock  Common Stock     Accumulated       

 Shares 
Par Value
@$0.001 per
share
  Shares  
Par Value
@ $0.001 per
share
  
Additional
Paid In
Capital
  
Other
Comprehensive
Loss
  
Accumulated
Deficit
  
Stockholders'
Equity
 
Balance at July 1, 2021
  $0   31,198,721  $31,199  $52,264,976  $145,250  $(17,894,868) $34,546,557 
Forian Restricted Stock Vesting from MOR unvested restricted stock       328,518   328   4,885           5,213 
Stock based compensation expense               2,622,293           2,622,293 
Issuance of Forian common stock upon exercise of stock options       5,844   6   12,944           12,950 
Foreign currency translation
                   (145,250)      (145,250)
Net loss                       (6,876,472)  (6,876,472)
Balance at September 30, 2021
0 $0   31,533,083  $31,533  $54,905,098  $0  $(24,771,340) $30,165,291 

The accompanying notes are an integral part of these condensed consolidated financial statements


FORIAN INC.
(formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

  Preferred Stock  Common Stock          

 Shares  
Par Value
@$0.001 per
share
  Shares  
Par Value
@ $0.001 per
share
  
Additional
Paid In
Capital
  
Accumulated
Deficit
  
Stockholders'
Equity
 
Balance at July 1, 2020
 
   $0   14,066,991  $14,067  $4,505,514  $(2,755,617) $1,763,964 
Vested MOR Class B Profit Interest Units          539,494   539   8,022       8,561 
Net loss                     
(1,161,915)  (1,161,915)
Balance at September 30, 2020
  0  $0   14,606,485  $
14,606  $
4,513,536  $
(3,917,532) $
610,610 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(Formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  
For the Nine Months Ended
September 30,
 
  2021
  2020
 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(18,502,315) $(2,628,690)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  1,381,637   4,932 
Amortization on right of use asset
  166,489   0
 
Amortization of debt issuance costs
  444   0
 
Accrued interest on Convertible Notes
  70,000   0
 
Realized and unrealized gain on marketable securities  (3,295)  (5,669)
Provision for doubtful accounts  89,130   0 
Stock-based compensation expense  6,245,679   20,331 
Change in fair value of warrant liability  (746,605)  0 
Non-cash transaction expenses  389,976   0 
Change in operating assets and liabilities:        
Accounts receivable  (1,757,660)  0 
Contract assets  
(147,651
)
  0 
Prepaid expenses  (576,836)  (249,823)
Changes in lease liabilities during the period
  (186,383)  0
 
Deposits and other assets  (120,732)  0 
Accounts payable
  
(234,152
)
  503,026 
Accrued expense
  539,608   0
 
Deferred revenues  
202,337
   0 
Net cash used in operating activities  (13,190,329)  (2,355,893)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Additions to property and equipment  (640,080)  (34,206)
Purchase of marketable securities  (24,903,107)  (2,888,648)
Sale of marketable securities  24,009,003   3,044,084 
Cash acquired as part of business combination  
1,310,977
   0 
Net cash (used in) provided by investing activities  
(223,207
)
  121,230 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issuance of MOR Series S units  0   3,315,700 
Proceeds from exercise of MOR Class B options  292,830   0 
Payments on notes payable and financing arrangements  (5,551)  0 
Proceeds from exercise of common stock options
  48,570   0 
Proceeds from sale of common stock
  11,968,652   0 
Proceeds from the issuance of convertible notes payable
  23,978,670   0
 
Net cash provided by financing activities  36,283,171   3,315,700 
         
         
Net change in cash  22,869,635   1,081,037 
         
Cash and cash equivalents, beginning of period  665,463   494 
         
Cash and cash equivalents, end of period $23,535,098  $1,081,531 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(Formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Supplemental disclosure of cash flow information:        
Cash paid for interest
 $724  $0 
Cash paid for taxes
 $0  $0 
 Non-cash Investing and Financing Activities:
        
Conversion of promissory notes to Series S units $0  $184,300 
Non-cash consideration for Helix acquisition $18,454,784  $0 

The accompanying notes are an integral part of these condensed consolidated financial statements

FORIAN INC.
(Formerly known as MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Forian Inc. (the “Company” or “Forian”) was incorporated in Delaware on October 15, 2020 as a wholly owned subsidiary of Medical Outcomes Research Analytics, LLC (“MOR”) for the purpose of effecting the Business Combination (as defined below). All activity of the Company through March 2, 2021 relates only to MOR. MOR was established on May 6, 2019 in Delaware. MOR Analytics, LLC and COR Analytics, LLC are wholly owned subsidiaries of MOR. The Company provides innovative software solutions, proprietary data and predictive analytics to optimize the operational, clinical and financial performance of its customers within the healthcare and cannabis industries. The Company’s mission is to provide its customers with the best-in-class critical technology services through a single integrated platform that enables its customers to operate their businesses more safely, efficiently and profitably and to serve its customers and its customers’ stakeholders and constituencies more comprehensively. The Company represents the unique convergence of proprietary healthcare and consumer data, innovative data management capabilities and intelligent data science with a leading cannabis technology platform yielding the combined power to drive innovation and transparency across the industries it serves.

On March 2, 2021 (the “Merger Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of October 16, 2020, as amended by Amendment to Agreement and Plan of Merger, dated as of December 30, 2020, as further amended by Amendment No. 2 to Agreement and Plan of Merger, dated February 9, 2021 (together, the “Merger Agreement”), by and among Helix Technologies, Inc. (“Helix”), the Company and DNA Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Helix, with Helix being the surviving corporation as a wholly owned subsidiary of the Company (the “Merger”). Each share of Helix common stock was exchanged for 0.05 shares of Company common stock in the Merger. Helix provides traceability and point of sale technology, analytics solutions and other products to customers within each vertical of the cannabis industry to help them improve the performance of their business.

Immediately prior to the Merger Closing Date, pursuant to the Equity Interest Contribution Agreement, dated March 2, 2021 (the “Contribution Agreement”), by and among the Company, MOR and each equity holder of MOR, such equity holders contributed their interests in MOR to the Company in exchange for shares of Company common stock (the “Contribution” and, together with the Merger, the “Business Combination”). Upon the closing of the Contribution, MOR became a wholly owned subsidiary of the Company. Each unit of MOR was exchanged for 1.7776 shares of Company common stock in the Merger, subject to adjustments pursuant to the Contribution Agreement.

Pursuant to the Merger Agreement, while the Company is the legal acquirer, the Merger was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). As such, MOR is deemed to be the accounting acquirer for financial reporting purposes.

Note 2BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such statements include all adjustments which are considered necessary for a fair presentation of the consolidated financial statements of the Company as of September 30, 2021. The operating results presented herein are not necessarily an indication of the results that may be expected for the year. The condensed consolidated financial statements should be read in conjunction with the Company’s audited Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021.

The Contribution was completed on March 2, 2021 and the combination of MOR and Forian was accounted for as a transaction between entities under common control pursuant to ASC 805-50. Accordingly, the combination of Forian and MOR results in a change in reporting entity and the financial statements are presented as though the combination of Forian and MOR occurred as of the beginning of the periods presented. Additionally, the results of Helix are included in the accompanying condensed consolidated financial statements beginning on March 2, 2021, the Merger Closing Date.

Note 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of (i) Medical Outcomes Research Analytics, LLC and its wholly owned subsidiaries COR Analytics, LLC and MOR Analytics, LLC, and (ii) Helix Technologies, Inc. and its wholly owned subsidiaries Helix TCS, LLC, Security Consultants Group, LLC, Boss Security Solutions, LLC, Security Grade Protective Services, Ltd., Bio-Tech Medical Software, Inc, BT UCS, Inc., Engeni LLC (including Engeni S.A. (“Engeni SA”), which is 99% owned by Engeni LLC), Green Tree International, Inc. and AIE Exchange Canada, Inc. Effective October 7, 2021, AIE Exchange Canada, Inc. was voluntarily dissolved. All intercompany transactions have been eliminated in consolidation. The financial results of Helix and its subsidiaries are included in the condensed consolidated financial statements beginning on March 2, 2021, the Merger Closing Date.

Foreign Currency
 
ASC Topic 830-10, Foreign Currency Matters (“ASC 830-10”), requires the use of highly inflationary accounting when a country has experienced a cumulative inflation of approximately 100% or more over a 3-year period. Under highly inflationary accounting, financial statements are remeasured into the reporting currency with resulting gains and losses included in earnings. The Company acquired a subsidiary as part of the Helix acquisition that operates in Argentina, which has been designated a highly inflationary economy. Accordingly, the Company has remeasured the financial statements of the subsidiary under ASC 830-10 as if the US dollar is its functional currency with resulting gains or losses as other income or expense. During the period from March 2, 2021 through September 30, 2021, sales in Argentina represented less than 2% of the Company’s consolidated sales. Assets held in Argentina as of September 30, 2021 represented less than 1% of the Company’s consolidated assets. While the hyperinflationary conditions did 0t have a material impact on the Company’s business during the period from March 2, 2021 through September 30, 2021, in the future, we may incur larger currency devaluations.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses together with amounts disclosed in related notes to the financial statements. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that the external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Reclassifications and Corrections

Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. The Company previously reported foreign currency related gains and losses related to Engeni SA, which was acquired as part of the acquisition of Helix, as part of other comprehensive income (loss) in the condensed consolidated financial statements for the three-month periods ended March 31, 2021 and June 30, 2021. The foreign currency gain of $298,170 for the three and nine-month periods ended September 30, 2021 includes $145,250 that was previously reported as other comprehensive income (loss). The Company assessed the impact of this correction and determined it was not material to the current or prior reporting periods. Please refer to Foreign Currency policy above.


Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable.

The carrying value of the Company’s financial instruments, such as cash, marketable securities, accounts receivable and accrued liabilities and other liabilities approximate fair values due to the short-term nature of these instruments.

Cash and Cash Equivalents and Credit Risk

The Company considers all cash accounts that are not subject to withdrawal restrictions and highly liquid investments with a maturity of three months or less, when purchased, as cash and cash equivalents.

The Company maintains cash with major financial institutions. Cash held at U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. The portion of deposits in excess of FDIC coverage is not protected by such insurance and represents a credit risk to the Company. At times, the Company’s deposits exceed this coverage.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Allowance for doubtful accounts was $256,767 and $0 at September 30, 2021 and December 31, 2020, respectively.

Management charges account balances against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Long-Lived Assets, Including Definite Lived Intangible Assets

Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Definite-lived intangible assets primarily consist of customer relationships, software technology and trade names. For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value.

Goodwill

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

The impairment model prescribes a two-step method for determining goodwill impairment. However, an entity is permitted to first assess qualitative factors to determine whether the two-step goodwill impairment test is necessary.

The qualitative factors considered by Forian may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. In the first step, the Company determines the fair value of its reporting unit using a discounted cash flow analysis. If the net book value of the reporting unit exceeds its fair value, the Company then performs the second step of the impairment test, which requires allocation of the reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations with any residual fair value being allocated to goodwill. An impairment charge is recognized when the implied fair value of the Company’s goodwill is less than its carrying amount. NaN impairment losses have been recognized during the periods presented.

Business Combinations

The Company accounts for its business combinations under the provisions of ASC Topic 805-10, which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (i) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity; or (ii) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Topic 606, - Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. ASC 606-10-32-32 requires the determination of the price at which the Company would sell individual products or services to a customer. The Company does not always have sufficient data or experience related to the terms and pricing for products and services when components are sold on a standalone basis. In instances where insufficient data exists, the Company recognizes the contractual fees ratably over the term of the arrangement. In instances where a customer has limited operating history or the customer has recently been formed, management may determine that it is prudent to recognize only the first year’s fees ratably over the first year of the term or as amounts are billed and collectability is assured. Performance obligations that are distinct and remain undelivered would not be recognized until the end of the contract provided that the consideration is guaranteed. No significant judgements affect the determination of the amount and timing of revenue.

The Company generates revenue from 3 categories of product offerings: Information and Software, Services and Other.

In 2020, the revenue generated by the Company was exclusively from Information and Software relating to MOR. In 2021, the Company also began to recognize Information and Software, Services and Other revenues related to its acquisition of Helix on March 2, 2021.

In most Information and Software contracts, payments are scheduled throughout the term and the contract may include one or more of the following performance obligations: (i) the provision of historical and/or current information as agreed upon, (ii) access to the information through a hosting provider, (iii) access to and use of software products, (iv) installation and training and (v) access to the Company’s analytical team throughout the term of the agreement, as agreed upon.

Information and Software contracts do not always have distinct pricing assigned to each performance obligation; rather, the price is bundled and the total bundled pricing is invoiced throughout the term of the agreement, with the exception of contracts for software products which provide separate pricing for implementation and training of such products.

The Company recognizes revenue resulting from Information and Software pursuant to agreements under which the Company receives payments for providing the customer access to its products over the contract period. The Company satisfies its performance obligations throughout the term of the contract. Any payments received prior to satisfying performance obligations are deferred and recognized as the performance obligations are satisfied. There are no variable considerations or financing component under such contracts. Prices are typically fixed, but certain contracts can also include royalties in excess of fixed fees. There were $62,500 of royalties in excess of fixed fees for the nine months ended September 30, 2021. Invoicing under contracts is set forth in an invoicing schedule as part of the contract and payments are typically due within 30 days.

Services revenues are primarily from contracts with government agencies and revenue is recognized upon completion of the various milestones within the contract. In the event that a contract does not specifically allocate revenue to the satisfaction of specific performance obligations or milestones, the purchase price of the contracts is allocated based on the percentage of time spent, or expected to be spent, to meet each performance obligation. Initial customization of the software to meet state specific requirements and the training to appropriately utilize the software are generally recognized upon completion of the customization and acceptance by the state agency. Support and service revenues are then recognized over a predetermined period of time as defined in the contract. Contract renewals may include an annual service fee that is recognized over the time period defined in the contract.

Other revenues are primarily from security monitoring services offerings and the provision of web marketing services. Contracts for these services have a stated transaction price for monthly services and are recognized as the services are provided.

Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term. $45,714 and $53,784 of such costs were capitalized as of September 30, 2021 and December 31, 2020, respectively. There are no significant judgements affecting the determination of the amount and timing of the related revenue.

In the event the Company has not satisfied all performance obligations on its contracts with customers, any amounts of unbilled revenue or excess costs are recorded as contract assets and contract liabilities.

Contract assets result when the cumulative revenue recognized exceeds the cumulative invoicing under a contract. The value of the differential is reflected in Contract assets and represents the value of the revenue that was not billed to customers as of the balance sheet date.

Contract liabilities (“Deferred Revenue”) result when cumulative receipts under a contract for the same performance obligation exceeds the total revenue recognition and such excess is reflected in Deferred Revenue and represents the value of the performance obligations to be satisfied after September 30, 2021.

Contract assets and deferred revenues consist of the following as of September 30, 2021:

  Contract Assets  Contract Liability 
  Costs of Obtaining Contracts  Unbilled Revenue  Total  Deferred Revenue 
             
Balance at January 1, 2021 $
53,784  $
142,917  $
196,701  $
158,884 
Acquired from Helix  0   20,128   20,128   320,936 
Acquired balances recognized during period  0   (20,128)  (20,128)  (305,340)
Beginning deferred revenue balance recognized during the period  0   0   0   (158,884)
Net change due to timing of billings, payments and recognition  (8,070)  175,849   167,779   666,561 
Balance at September 30, 2021
 $
45,714  $
318,766  $
364,480  $
682,157 


Segment Information

ASC 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer, who reviews the financial performance and the results of operations of the segments prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Company.

Customer Concentration

The Company did 0t have any customers that exceeded 10% of total revenue for the three and nine months ended September 30, 2021. The Company had a single customer that accounted for 84% and 90% of total revenue for the three and nine months ended September 30, 2020, respectively.

Concentration of Vendors

The Company licenses certain information assets from third parties as a key input to certain Information and Software Products. While information licensing fees represented less than 10% of the Company’s operating expenses for the three and nine months ended September 30, 2021, respectively, and for the three and nine months ended September 30, 2020, respectively, any disruption associated with these suppliers could have a material short-term impact on the business while alternate sources are secured.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which are 1 to 7 years. Maintenance and repairs are charged to operations as incurred.

The Company reviews for the impairment of long-lived assets annually and whenever events and or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when the present value of estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying value. There were 0 impairment losses recognized during the three and nine months ended September 30, 2021 and 2020, respectively.

Software Development Costs

The Company accounts for costs incurred in the development of computer software in accordance with ASC Subtopic 350-40, Intangibles – Goodwill and Other – Internal-Use Software. Costs incurred in the application development stage are subject to capitalization and subsequent amortization and possible impairment. Product development costs are primarily personnel related to activities for design and evaluating software development, testing, bug fixes, and other maintenance activities. Product development costs are expensed as incurred. The Company capitalized software development costs of $561,553 and $0 as of September 30, 2021 and December 31, 2020, respectively.

Contingencies

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

Advertising

Advertising costs are expensed as incurred and included in sales and marketing expenses and amounted to $18,011 and $39,009 for the three and nine months ended September 30, 2021, respectively, and $0 and $0 for the three and nine months ended September 30, 2020, respectively.

Net Loss per Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding during the period. At September 30, 2021, the Company had potentially dilutive securities that could be exercised or converted into common stock. Refer to Note 14 for the Company’s disclosure on such potential dilution. Further, as the Company has incurred net losses for the three and nine months ended September 30, 2021 and 2020, respectively, the diluted loss per share is the same as basic loss per share for the periods presented.

Distinguishing Liabilities from Equity

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”), to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.

Initial Measurement

The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

Subsequent Measurement – Financial instruments classified as liabilities

The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other expense/income.

Stock-based Compensation

The Company’s 2020 Equity Incentive Plan (“2020 Plan”) permits the grant of stock options, restricted stock awards and/or restricted stock units. A total of 4,000,000 shares of Company common stock are authorized and reserved for issuance under the 2020 Plan. Stock options represent the right to purchase Company common stock at the exercise price on the date of grant of the stock option at a future date. Restricted stock awards are grants of shares of Company common stock. Restricted stock units represent the right to receive shares of Company common stock on future specified dates. Stock options, restricted stock awards and restricted stock units granted contain restrictions that cause them to be subject to substantial risk of forfeiture and restrict their exercise, sale or other transfer by the grantee until they vest. The terms of the stock options, restricted stock awards and units granted under the 2020 Plan are determined by the Board of Directors in the agreement evidencing the award, including the number of shares, period of restriction or vesting schedule and other terms. The fair value of the stock options, restricted stock awards and restricted stock units is based on the underlying grant date fair value of Company common stock. The fair value is then expensed over the requisite service periods of the awards, net of forfeitures, which is generally the service period, net of forfeitures, which are recorded as they occur.

Income Taxes

MOR was organized as a limited liability company and became a wholly owned subsidiary of the Company upon completion of the Merger with Helix on March 2, 2021. As a result, the Company was treated as a partnership for federal and state income tax purposes through March 2, 2021. Accordingly, the Company’s taxable income, deductions, assets and liabilities are reported by the members on their respective income tax returns. Therefore, 0 provision for federal or state income tax has been made by the Company for all business activity from its inception through March 2, 2021.

After March 2, 2021, the Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has an incurred net operating loss for financial-reporting and tax-reporting purposes. Accordingly, for federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the period since March 2, 2021.

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update removes separation models for (i) convertible debt with a cash conversion feature and (ii) convertible instruments with a beneficial conversion feature. Under ASU 2020-06, these features will be combined with the host contract. ASU 2020-06 does not impact the accounting treatment for conversion features that are accounted for as a derivative under Topic 815. The update also requires the application of the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition, only at the beginning of an entity’s fiscal year. Early adoption is permitted. The Company has elected to early adopt the standard as of January 1, 2021 using the modified retrospective method of transition. The Company evaluated the terms of its debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As a result, there is no equity component and the Company recorded the convertible note as a single liability within long-term debt on its condensed consolidated balance sheet. The Company applies the if-converted method for calculation of diluted earnings per share for its convertible debt instruments.

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). The FASB issued ASU 2021-08 to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The Company is evaluating the potential impact of ASU 2021-08 on its financial statements and related disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Note 4BUSINESS COMBINATION

On March 2, 2021, pursuant to the Merger and the Merger Agreement, Forian acquired 100% of the issued and outstanding capital stock, options and warrants of Helix.

The total purchase consideration for the Merger was $18,454,784. The purchase consideration is equal to the product of (i) the total outstanding Helix common shares and common share equivalents for in-the-money warrants to purchase Helix common stock and vested stock options multiplied by the merger exchange ratio of 0.05 shares of Company common stock for 1 share of Helix common stock and (ii) $2.158 per share, which represented the fair value of Company common stock on the acquisition date.

The Merger was accounted for as a business combination in accordance with ASC 805. The Company has determined preliminary fair values of the assets acquired and liabilities assumed in the Merger. These values are subject to change as the Company completes its determination of the fair value of assets acquired and liabilities assumed.

The following table summarizes the preliminary purchase price allocations relating to the Merger:

Total purchase price $18,454,784 
     
Assets acquired:    
Cash  1,310,977 
Accounts receivable, net  488,453 
Prepaid expenses
  215,064 
Contract assets  20,128 
Other assets
  450,000 
Property and equipment  146,559 
Software Technology  5,279,000 
Trade Names and Trademarks  386,000 
Customer Relationships  5,243,000 
Right of use assets
  1,082,684 
Deposits and other assets  58,950 
Total assets acquired $14,680,815 
     
Liabilities assumed:    
Accounts payable and accrued liabilities $2,654,543 
Short-term lease liabilities  295,364 
Deferred revenues  320,936 
Warrant liability  1,247,715 
Notes payable and financing arrangements  20,801 
Other long-term liabilities  812,044 
Total liabilities assumed $5,351,403 
Estimated fair value of net assets acquired: $9,329,412 
     
Goodwill $9,125,372 

The Company adjusts provisional goodwill balance when new information is obtained regarding the valuation of acquired assets and liabilities during a one-year measurement period from the date of acquisition in accordance with ASC 805-10. During the three months ended September 30, 2021, the Company adjusted provisional goodwill by $424,460 based on new information obtained regarding certain contingent liabilities and other assets.

The preliminary estimates for useful lives of the identified intangibles are 8 years for Trade Names and Trademarks, 5 years for Customer Relationships and 2 and 7 years for Software Technology Intangibles with a weighted average useful life of 5.47 years.

Transaction costs incurred in connection with the Business Combination amounted to approximately $0 and $1,210,279 during the three and nine months ended September 30, 2021, respectively.

Unaudited Pro Forma Results

The following table represents the revenue, net loss and loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2020. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the periods presented, nor does the pro forma financial information purport to represent the results of operations for future periods.

  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
Description 2021
  2020
  2021
  2020
 
Revenues $
4,961,755  $
3,062,557  $
13,139,257  $
9,135,273 
Net loss  (6,876,472)  (42,488,120)  (21,265,019)  (46,647,993)
Net loss per share:                
Basic and diluted-as pro forma (unaudited) $(0.22) $(1.48) $(0.69) $(1.75)

The pro forma financial information for all periods presented above has been calculated after adjusting the results of the Company and Helix to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Forian historical condensed consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented.

Note 5
MARKETABLE SECURITIES

Marketable securities are stated at estimated fair value based upon current market quotes (level 1 inputs) and are classified as available-for-sale. Realized gains and losses are included in investment income. Unrealized gains and losses are immaterial and therefore the Company has presented such amounts within Investment income in the Statement of Operations. The Company invests in short-term U.S. Treasuries and money market mutual funds. As of September 30, 2021 and 2020, the fair value of these investments approximated cost.

Note 6PREPAID EXPENSES

The Company has various agreements which require upfront and periodic payments. The Company records the expenses related to these agreements ratably over the annual terms. As of September 30, 2021 and December 31, 2020, the Company’s balance sheet reflected other prepaid expenses of $912,879 and $120,979, respectively, primarily relating to various software licenses and insurance policies with durations ranging from 3 months to 1 year.

Note 7
PROPERTY AND EQUIPMENT, NET

As of September 30, 2021 and December 31, 2020, property and equipment were comprised of the following:

  September 30, 2021  December 31, 2020 
  Unaudited    
Personal computing equipment $129,702  $55,767 
Furniture and equipment  
117,343
   0 
Software development costs  561,553   0 
Vehicles  25,876   0 
Total  
834,474
   55,767 
Less: Accumulated depreciation and amortization
  (71,816)  (9,409)
Property and equipment, net $762,658  $46,358 

Depreciation and amortization expense for the three and nine months ended September 30, 2021 was $30,909 and $69,895, respectively, and for the three and nine months ended September 30, 2020 was $3,059 and $4,932, respectively.

Note 8INTANGIBLE ASSETS, NET

The preliminary allocation of the purchase price for the acquisition was allocated based on information that is currently available. The Company's estimates and assumptions underlying the initial allocations is subject to the collection of information necessary to complete its allocations within the measurement period, which is up to one year from the acquisition date.

The following table summarizes the Company’s intangible assets as of September 30, 2021:

  
Estimated
Useful Life
(Years)
  
Gross Carrying
Amount at
March 2, 2021
  
Accumulated
Amortization
  
Net Book
Value at
9/30/2021
 
Customer Relationships  5  $5,243,000  $(606,046) $4,636,954 
Software Technology  2   1,170,000   (338,105)  831,895 
Software Technology  7   4,109,000   (339,261)  $3,769,739 
Tradenames and Trademarks  8   386,000   (27,886)  358,114 
      $10,908,000  $(1,311,298) $9,596,702 

The Company uses the straight-line method to determine the amortization expense for its definite lived intangible assets. Amortization expense related to the purchased intangible assets was $567,212 and 1,311,298 for the three and nine months ended September 30, 2021, respectively, and $0 for the three and nine months ended September 30, 2020.

The estimated future amortization expense for the next five years and thereafter is as follows:

Years Ending December 31, Future amortization expense 
2021 remaining
 $567,213 
2022  2,268,850 
2023  1,784,495 
2024  1,683,850 
2025  1,683,850 
Thereafter  1,608,444 
Total $9,596,702 


Note 9
ACCRUED EXPENSES

As of September 30, 2021 and December 31, 2020, accrued expenses were comprised of the following:

  September 30, 2021  December 31, 2020 
Employee compensation  1,903,187   346,720 
Accrued expenses  1,089,826
  8,825 
Transaction-related  
0

  125,196 
Total $2,993,013  $480,741 

Transaction-related accrued expenses are associated with the Merger. See Note 4.

Note 10
WARRANT LIABILITY

In conjunction with the Merger, outstanding warrants to purchase Helix common stock were converted to warrants to purchase Company common stock. As the warrant holders have the option to receive cash in lieu of common stock in certain circumstances, the Company determined that the warrants require classification as a liability pursuant to ASC 815-40. In accordance with the applicable accounting guidance, the outstanding warrants are recognized as a warrant liability on the condensed consolidated balance sheet and are measured at their inception date fair value (the closing date of the Merger) and subsequently re-measured at each reporting period with changes being recorded in the condensed consolidated statement of operations. As of September 30, 2021, the Company had 97,058 warrants outstanding classified as liabilities.

The fair value of the Company’s warrant liability was calculated using the Black-Scholes model and the following assumptions:

  As of September 30, 2021 
Fair value of company's common stock $10.32 
Dividend yield  0%
Expected volatility  80% - 145%
Risk Free interest rate  0.05% - 0.58%
Expected life (years)  2.07 
Exercise price $
8.00 - $28.00 
Fair value of financial instruments - warrants $501,110 

The change in fair value of the financial instruments – warrants is as follows:

  Amount 
Balance at January 1, 2021 $0 
     
Fair value of warrant liability assumed in connection with Helix Merger  1,247,715 
     
Change in fair value of warrant liability  (746,605)
     
Balance at September 30, 2021
 $501,110 

  Amount 
Balance at July 1, 2021 
$
752,888
 
     
Change in fair value of warrant liability  
(251,778
)
     
Balance at September 30, 2021
 
$
501,110
 

Note 11CONVERTIBLE NOTES

  September 30, 2021  December 31, 2020 
Principal outstanding 
$
24,000,000
  
$
0
 
Add: accrued interest  
70,000
   
0
 
Less: unamortized debt issuance costs  
(20,886
)  
0
 
Convertible note payable, net of debt issuance costs 
$
24,049,114
  
$
0
 

On September 1, 2021, the Company entered into a Note Purchase Agreement with certain accredited investors and a director of the Company, pursuant to which the Company issued at 100% of par value $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due September 1, 2025 (the “Notes”), convertible into (i) shares of Company common stock, and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price of the Notes (the “Warrants”). The Notes will mature on the fourth-year anniversary of the date of issuance, which time is also the termination date of the Warrants if issued. The conversion price of the Notes and the exercise price of the Warrants is $11.98 per share, which was the consolidated closing bid price of the Company common stock as reported by Nasdaq on August 31, 2021, the most recently completed trading day preceding the Company entering into the Note Purchase Agreement with investors with respect to the Notes. The holders of the Notes may, at any time, convert all or a portion of the Notes plus accrued interest (subject to a minimum principal amount of $100,000) at the conversion price. The Company may redeem all or a portion of any Notes then outstanding at any time after the first anniversary of issuance at a price of 112.5% of par value plus accrued interest. In the event of a change of control of the Company, the Company may redeem all Notes then outstanding at a price of 108% of par value plus accrued interest. Interest expense on the Notes is payable upon maturity or earlier redemption unless the Notes are converted prior to such time. In the event the holders of the Note convert all or a portion of the Notes, the related accrued interest is converted at the conversion price. Interest expense related to the Notes was $70,000 for the three and nine months ended September 30, 2021.

The Company evaluated the embedded features in accordance with ASC 815-15-25 and determined embedded features are all clearly and closely related to the debt host instrument and therefore are not required to be bifurcated and separately measured at fair value. The Warrants were not issued in connection with the Notes, and issuance of the Warrants is contingent upon conversion of the Notes at the option of the Holder, therefore no portion of the proceeds are allocated to the Warrants.

The Company incurred debt issuance costs associated with the Notes in the amount of $21,330, which will be deferred and amortized over the term of the Notes. During the three months ended September 30, 2021, the Company recognized $444 in amortization of debt issuance costs.

Note 12STOCK-BASED COMPENSATION

Restricted Stock Awards and Restricted Stock Units

Unvested equity interests of MOR were converted into restricted Company common stock based upon the exchange ratio of 1.7776 shares of Company common stock for each 1 MOR unit, subject to any adjustments required under the Contribution Agreement. The information regarding the 2020 Plan below is presented as though the combination occurred as of the beginning of the periods presented.

  
Number of
Restricted Shares
and Units
  
Weighted Average
Grant Date Fair Value
Per Share
 
Unvested at January 1, 2020  1,237,396  $0.62 
Issued  2,191,869   1.21 
Vested  1,729,589   0.72 
Canceled  0   0 
Unvested at December 31, 2020
  1,699,676   1.28 
Issued  444,000   11.76 
Vested  671,642   0.03 
Canceled  (50,000)  12.18 
Unvested at September 30, 2021
  1,422,034  $3.35 

The 1,422,034 of unvested awards at September 30, 2021 consists of 444,000 restricted stock units and 1,028,034 shares of restricted stock.

Stock Options

As part of the Merger (see Note 4), the Company assumed the Helix TCS, Inc. Omnibus Stock Incentive Plan and the Bio-Tech Medical Software, Inc. 2014 Stock Incentive Plan, each as amended, pursuant to which options exercisable at prices between $2.00 and $51.80 per share for 455,089 shares of Company common stock were outstanding. The value attributable to service subsequent to the Merger will be recognized as compensation cost by the Company.

The fair value of the stock options was estimated using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgement. The assumptions at the inception date are as follows:

   
September 30,
2021
 
Exercise Price $2.00 to $51.80 
Fair value of Company common stock $9.39 to $22.90 
Dividend yield  0%
Expected volatility 118.0
%
Risk Free interest rate 0.9% to 1.0%
Expected life (years) remaining 0 to 9.93 

Stock option activity for the period ended September 30, 2021 is as follows:

  
Shares Underlying
Options
  
Weighted Average
Exercise Price
  
Weighted Average
Remaining
Contractual Term
(in years)
 
Outstanding at January 1, 2021  0  $0    
Options assumed in Helix Merger  455,089  $15.13   3.44 
Granted  3,815,214  $12.85   9.53 
Exercised  (22,437) $4.57   1.92 
Forfeited and expired  (161,893) $11.74   9.16 
Outstanding at September 30, 2021
  4,085,973  $14.25   8.84 
Vested options at September 30, 2021
  455,089  $15.13   3.44 

Stock Compensation Expense

The grant date fair value per share for the stock options granted was $11.94 and $0.02 for the nine months ended September 30, 2021 and 2020, respectively.

At September 30, 2021, the total unrecognized stock compensation expense related to unvested stock option awards and restricted stock awards and restricted stock units granted was $42,992,330, which the Company expects to recognize over a weighted-average period of approximately 3.88 years. Stock compensation expense for the three and nine months ended September 30, 2021 and 2020 is as follows:

  Three Months Ended September 30,  Nine Months Ended September 30,
 

 2021
  2020
  2021  2020 
Cost of revenue  14,823   0   19,479
   0
 
Research and development  (131,774)  2,868   6,215   8,666 
Sales and marketing  108,477   1,476   315,140   3,505 
General and administrative  
2,635,980
   4,217   5,904,845   8,160 
 Total  2,627,506   8,561   6,245,679   20,331 
 
Note 13
STOCKHOLDERS’ EQUITY

The Condensed Consolidated Statement of Stockholders’ Equity reflects the exchange of MOR Members Equity for Company common stock as of the beginning of the periods presented. See Note 2.

All of MOR’s Class A, Class B vested profit interests’ units, Series S, Series S-1, and vested Restricted Class B units were converted to Company common stock on March 2, 2021 based upon the exchange ratio of 1.7776 shares of Company common stock to 1 MOR member unit, subject to adjustment pursuant to the Contribution Agreement. Unvested Class B profit interest units, unvested restricted Class B units and options to acquire Restricted Class B Units were converted to unvested restricted Company common stock on March 2, 2021 based upon the exchange ratio of 1.7776 shares of Company common stock to 1 MOR member unit, subject to adjustment pursuant to the Contribution Agreement. The applicable vesting provisions of such MOR units carried over to the restricted Company common stock.

In December 2020, MOR completed a Series S-1 financing with cash proceeds of $13,000,000 in exchange for 3,388,947 Series S-1 preferred units.

In March 2020, MOR completed a Series S financing with cash proceeds of $3,300,000 and converted a promissory note of $184,300 in exchange for 3,078,276 Series S preferred units.

In 2019 and 2020, Class B profit interest units, restricted Class B units and options to acquire Class B units were issued to employees, consultants and advisors.

In March 2021, the Company issued warrants to purchase 17,031 shares of Company common stock at a per-share purchase price equal to $0.01. The warrants terminate after a period of 2 years from the issuance date. The warrants were issued in exchange for services provided with a fair value of $389,976 included in transaction related expenses for the nine months ended September 30, 2021.

On April 16, 2021, the Company raised proceeds of $11,968,652, net of transaction expenses of $31,348, resulting from the sale of 1,194,743 shares of Company common stock at an average purchase price equal to $10.21 per share to a select group of institutional and accredited investors. Investors included both unaffiliated investors as well as directors of the Company. Directors purchased 560,461 shares of common stock at a purchase price of $11.33 per share, which amount represented the consolidated closing bid price of Company common stock as reported by the Nasdaq on April 9, 2021, the last trading day prior to execution of the securities purchase agreement. Unaffiliated investors purchased 631,282 shares of Company common stock at a purchase price of $8.95 per share, which price was negotiated on April 9, 2021, and represents an approximately 15% discount to the preceding day’s volume weighted average price.

See Note 4 for additional details on shares issued pursuant to the Merger.

Note 14NET LOSS PER SHARE

The following table sets forth the computation of the basic and diluted net loss per share:

  
For the Three Months Ended
September 30,
  
For the Nine Months Ended
September 30,
 
  2021
  2020
  2021
  2020
 
Net loss attributable to common shareholders $(6,876,472) $(1,161,915) $(18,502,315) $(2,628,690)
                 
Net loss per share attributable to common shareholders:                
Basic $(0.22) $(0.08) $(0.64) $(0.22)
Diluted $(0.22) $(0.08) $(0.64) $(0.22)
                 
Weighted average common shares outstanding:                
Basic  31,332,735   14,208,049   28,814,825   12,038,534 
Diluted  31,332,735   14,208,049   28,814,825   12,038,534 

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive:

  
For the Three and Nine Months ended
September 30,
 
  2021
  2020
 
Potentially dilutive securities:      
Warrants  124,087   0 
Stock options  4,085,973   0 
Convertible notes  2,411,018   0 
Unvested Restricted Stock Awards and Units  1,422,034   2,148,093 
Total
  8,043,112   2,148,093 

Note 15RELATED PARTY TRANSACTIONS

On May 6, 2019, MOR entered into an arrangement with family trusts controlled by Max Wygod and Martin Wygod, directors of MOR, to issue 2 separate promissory notes (“Promissory Note(s)”) entitling MOR to secure up to $100,000 per Promissory Note to fund operations. The Promissory Notes had no interest rate and were due on the sooner of the initial closing of MOR’s Series S Preferred Unit financing or December 31, 2020. In March 2020, in connection with MOR’s Series S Preferred Unit financing, the aggregate outstanding balance of the Promissory Notes of $184,300, was converted, at the option of the holders, into 295,501 shares of Company common stock.

Adam Dublin, Chief Strategy Officer, was previously a consultant for a current vendor of MOR. Mr. Dublin’s consultancy with the vendor ended on December 11, 2020 and the parties have not agreed to renew the agreement. Pursuant to Mr. Dublin’s consulting agreement with the vendor, Mr. Dublin received payments from the vendor for the three and nine months ended September 30, 2021 and 2020 of $107,125 and $303,274, and $66,040 and $310,315, respectively.

On April 16, 2021, the Company raised net proceeds of $11,968,652 resulting from the sale of Company common stock to a select group of institutional and accredited investors, which included directors of the Company. See Note 13 for additional information.

On September 1, 2021, the Company issued at 100% of par value $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due 2025 convertible into (i) shares of Company common stock, and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price to a select group of institutional and accredited investors, which included a director of the Company who holds $6,000,000 of the Notes. See Note 11 for additional information.


Note 16COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). All contracts are evaluated to determine whether or not they represent a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has operating leases primarily consisting of facilities with remaining lease terms of one year to five years. The lease term represents the period up to the early termination date unless it is reasonably certain that the Company will not exercise the early termination option. Certain leases include rental payments that are adjusted periodically based on changes in consumer price and other indices.

Leases are classified as finance or operating in accordance with the guidance in ASC 842. The Company does not hold any finance leases.

The Company is obligated under operating lease agreements for office facilities in (i) Florida (2), (ii) Washington, (iii) Colorado and (iv) Argentina that expire in (i) December 2021 and 2024, (ii) December 2022, (iii) February 2026 and (iv) December 2021, respectively. The Company also has 3 short-term leases related to offices in Pennsylvania, Massachusetts and Virginia. These short-term leases are currently leased on a month-to-month basis. A short-term lease is a lease with a term of 12 months or less and does not include the option to purchase the underlying asset that we would expect to exercise. The Company has elected to adopt the short-term lease exemption in ASC 842 and as such have not recognized a “right of use” asset or lease liability for these 3 short-term leases.

The Company’s lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.

Supplemental cash flow information and non-cash activity related to leases for the nine months ended September 30, 2021 and 2020 were as follows:

  Nine Months Ended September 30, 
  2021
  2020
 
Cash used in operating leases $211,077
  $0
 
ROU assets obtained in exchange for lease obligations $166,489
  $0
 

ROU lease assets and lease liabilities for the Company’s operating leases were recorded in the condensed consolidated balance sheet as follows:

  
As of September 30,
2021
  
As of December 31,
2020
 
Right of use assets, net
 $916,195  $0 
         
Short-term operating lease liabilities
 $
245,771  $
0 
Long-term operating lease liabilities
 
675,254  
0 
Total lease liabilities $921,025  $0 
Weighted average remaining lease term (in years)  3.41    
Weighted average discount rate  8.5%  0.0%

The components of lease expense were as follows for each of the period presented:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2021
  2020
  2021
  2020
 
Operating lease expense
 $81,936  $0  $191,182  $0 
Short-term lease expense
 $19,393  $3,928  $62,916  $12,074 
Total operating lease costs
 $101,329  $3,928  $254,098  $12,074 

Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of September 30, 2021, for the following five fiscal years and thereafter were as follows:

  As of September 30, 2021 
2021 remaining
 $69,901 
2022  308,470 
2023  286,670 
2024  291,161 
2025  85,726 
Thereafter  14,288 
Total future minimum lease payments $1,056,216 
Less imputed interest  (135,191)
Total $921,025 

Service Agreements

The Company entered into certain service agreements that provide for future minimum payments. The terms of these agreements vary in length. The following table shows the remaining payment obligations under these licenses as of September 30, 2021:

  September 30, 2021  December 31, 2020 
  Unaudited    
Year ending December 31, 2021
 $500,000  $533,488 
Year ending December 31, 2022
  772,188   272,188 
Year ending December 31, 2023  1,000,000   0 
Year ending December 31, 2024  1,500,000   0 
Year ending December 31, 2025  1,600,000   0 
Thereafter
  400,000   0 
  $5,772,188  $805,676 

From time to time the Company may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company records reserves in the consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting the Company’s overall operations. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending litigation to which it is a party or to which its property is subject that we believe to be material, except for the below.

Legal Proceedings

Kenney, et al. v. Helix TCS, Inc.

On July 20, 2017, 1 former employee of Helix filed a lawsuit in the United States District Court for the District of Colorado alleging violations of the Fair Labor Standards Act on behalf of himself and other employees. The plaintiff seeks damages for Helix’s alleged failure to compensate employees appropriately for the overtime hours they worked as purported “non-exempt” employees. The matter has been conditionally certified as a collective action and the court has authorized the plaintiff to send notice and consent forms to putative class members. Notice and consent forms have been sent. The period for returning consent forms has ended. No decision has been made on the merits of the claim. The case is in the early stages of discovery. The Company will vigorously defend the claims in the lawsuit.

Audet v. Green Tree International, et. al.

On February 14, 2020, John Audet filed a complaint in 15th Judicial Circuit in and for Palm Beach County, Florida against multiple parties, including Green Tree International (“GTI”), an indirect subsidiary of Forian, claiming that he owned 10% of GTI. The Company believes the lawsuit is wholly without merit and will vigorously defend the claims in the lawsuit. The case is in the process of discovery. A hearing on motions for summary judgement is expected after January 17, 2022, with trial on an eight-week trial docket scheduled to begin on January 17, 2022.

Helix Stockholder Lawsuits

Beginning on February 16, 2021, 4 lawsuits were filed by purported Helix stockholders (captioned Dillion v. Helix Technologies, Inc., et al., No. 1:21-cv-01365 (filed February 16, 2021 in the United States District Court for the Southern District of New York) (the “Dillion Complaint”); Baros v. Helix Technologies, Inc., et al., No. 1:21-cv-01425 (filed February 17, 2021 in the United States District Court for the Southern District of New York) (the “Baros Complaint”); Anderson v. Helix Technologies, Inc., et al., No. 1:21-cv-00464 (filed February 17, 2021 in the United States District Court for the District of Colorado) (the “Anderson Complaint”); and Robinson v. Helix Technologies, Inc., et al., No. 1:21-cv-00484 (filed February 18, 2021 in the United States District Court for the District of Colorado) (the “Robinson Complaint” and, together with the Dillion Complaint, the Anderson Complaint and the Baros Complaint, the “Stockholder Complaints”)). The Stockholder Complaints were filed against (a) Helix and (b) the members of Helix’s board of directors (the “Individual Defendants”) and the Baros Complaint was also filed against Forian, MOR and Merger Sub. The Stockholder Complaints generally allege that the defendants violated Section 14(a) of the Exchange Act, by, among other things, failing to disclose material information in the Proxy Statement regarding the sales process, reconciliation of certain financial projections regarding Helix certain inputs underlying Management Planning, Inc.’s financial analysis, and potential conflicts of interest of involving Helix’s insiders. The Stockholder Complaints also allege the Individual Defendants (and the Baros Complaint alleges Forian, Merger Sub and MOR) violated Section 20(a) of the Exchange Act as controlling persons who had the ability to prevent the Proxy Statement from being materially false and misleading. The Stockholder Complaints seek, among other things, an injunction against the consummation of the transactions contemplated by the Merger Agreement and an award of costs and expenses, including a reasonable allowance for attorneys’ and experts’ fees. Despite seeking an injunction in the complaints, none of the plaintiffs followed up with a motion to enjoin the transactions. As of October 25, 2021, the 4 Stockholder Complaints have been dismissed and are no longer pending. Specifically, On March 11, 2021, the Robinson Complaint was voluntarily dismissed. On September 7, 2021, the Baros Complaint was voluntarily dismissed. On September 13, 2021, the Dillion Complaint was voluntarily dismissed. On October 25, 2021, the Anderson Complaint was voluntarily dismissed.

Nykiah Thomas v. Security Consultants Group, LLC d/b/a Helix TCS, Helix Technologies, Inc. and Shamson Sundra

On July 16, 2021, Nykiah Thomas, individually and on behalf of M’Seiya Thomas, a minor, filed a complaint in the District Court, City and County of Denver, Colorado, against Security Consultants Group, LLC d/b/a Helix TCS and Helix Technologies, Inc., subsidiaries of Forian, and Shamson Sundra, a former employee of Security Consultants Group, LLC, alleging negligence in the performance of security services in connection with a school shooting at STEM School Highlands Ranch that occurred on May 7, 2019. The case is in the early stages of discovery and the parties have agreed to voluntary mediation scheduled for December 13, 2021. Trial is scheduled to begin on August 8, 2022. The Company will vigorously defend the claims in the lawsuit.

Note 17
SEGMENT RESULTS

ASC 280-10-50 requires use of the “management approach” model for segment reporting. The management approach is based on the way a company’s management organized segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision-making group is composed of the chief executive officer and the chief financial officer. The Company operates in 3 segments, Information & Software, Services and Other.

Asset information by operating segment is not presented below since the chief operating decision maker does not review this information by segment. The reporting segments follow the same accounting policies used in the preparation of the Company’s unaudited condensed consolidated financial statements.

The following represents selected information for the Company’s reportable segments:

  Three months ended September 30,  Nine Months Ended September 30, 
  2021
  2020
  2021
  2020
 
Information and Software            
Revenue $4,489,177  $159,504  $9,661,826  $334,921 
Costs and expenses  7,661,631   1,007,777   17,813,947  $2,177,550 
Loss from operations  (3,172,454)  (848,273)  (8,152,121)  (1,842,629)
Total other income/(expense)  0   0   0   0 
Net loss before income taxes  (3,172,454)  (848,273)  (8,152,121)  (1,842,629)
                 
Services                
Revenue $269,753  $0  $858,400  $0 
Costs and expenses  369,507   0   755,627   0 
Loss from operations  (99,754)  0   102,773   0 
Total other income/(expense)  0   0   0   0 
Net loss before income taxes  (99,754)  0   102,773   0 
                 
                 
Other                
Revenue $202,825  $0  $610,123  $0 
Costs and expenses  228,014   0   698,001   0 
Loss from operations  (25,189)  0   (87,878)  0 
Total other income/(expense)  (275)  0   (607)  0 
Net income before income taxes  (25,464)  0   (88,485)  0 
                 
Centrally Managed Costs                
Revenue $0  $0  $0  $0 
Costs and expenses  4,051,504   313,731   11,313,140   791,857 
Loss from operations  (4,051,504)  (313,731)  (11,313,140)  (791,857)
Total other income/(expense)  472,704   89   948,658   5,796 
Net loss before income taxes  (3,578,800)  (313,642)  (10,364,482)  (786,061)
                 
Totals                
Revenue $4,961,755  $159,504  $11,130,349  $334,921 
Costs and expenses  12,310,656   1,321,508   30,580,715   2,969,407 
Loss from operations  (7,348,901)  (1,162,004)  (19,450,366)  (2,634,486)
Total other income/(expense)  472,429   89   948,051   5,796 
Net loss $(6,876,472) $(1,161,915) $(18,502,315) $(2,628,690)

Approximately 97% of revenues were attributable to customers in the United States for the three and nine months ended September 30, 2021. All of the Company’s revenues were attributable to customers in the United States for the three and nine months ended September 30, 2020.

Note 18
SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Forward-Looking Information

The following discussion of our financial condition and results of operations for the three and nine months ended September 30, 2021 and 2020, respectively, should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 31, 2021. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms “Forian”, the “Company”, “we”, “us”, and “our” refer to Forian Inc.

Overview

The Company was initially incorporated in Delaware on October 15, 2020 as a wholly owned subsidiary of Medical Outcomes Research Analytics, LLC (“MOR”), which was founded in Delaware on May 6, 2019, in connection with the Business Combination described below. On October 16, 2020, the Company entered into a definitive agreement with Helix Technologies, Inc. (“Helix”) and MOR, pursuant to which DNA Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), merged with and into Helix, with Helix surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). On March 2, 2021, the Company entered into a definitive agreement with the equity holders of MOR, pursuant to which the equity holders of MOR contributed their interests in MOR to the Company in exchange for shares of Company common stock (the “Contribution” and together with the Merger, the “Business Combination”). Following consummation of the Business Combination on March 2, 2021, the Company became the parent company of both Helix and MOR. Helix provides traceability and point of sale technology, analytics solutions and other products to customers within each vertical of the cannabis industry to help them improve the performance of their business.

The Company provides innovative software solutions, proprietary data and predictive analytics to optimize the operational and financial performance of our customers. Given the prior experience of our management team, our initial focus is on stakeholders within the healthcare and cannabis industries. However, we believe the application of our offerings across other verticals to enhance the transparency and efficacy of our customers’ relationships with their communities and customers is equally compelling.

The Company represents the unique convergence of proprietary healthcare, consumer and cannabis data, SaaS analytics, innovative data management capabilities and intelligent data science with a leading cannabis technology platform yielding the combined power to drive innovation and transparency across the industries we serve. In MOR, there was early recognition of the opportunity to bring the sophistication of proven data science technology and analytics solutions to a prominent cannabis technology platform provider, creating innovation in both the applications that are key to supporting customer success within the cannabis industry and to the data science powered insights that drive healthcare and other mature regulated growth industries. In Helix, there was realization that the capability set of a technology solutions provider within more evolved sectors together with the track record of the MOR management team offered a unique opportunity to enhance the value that Helix brings to its cannabis customers and to the industry generally.

The Company’s mission is to provide our customers with the best-in-class critical technology services through a single integrated Forian platform that enables our customers within the healthcare and cannabis industries to operate their businesses more safely, efficiently and profitably and to serve our customers and our customers’ stakeholders and constituencies more comprehensively.

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a pandemic by the World Health Organization. Our business has largely operated in a work-from-home environment since the inception of the pandemic and, as a result, has experienced limited business disruption to date. Our management team continues to focus on the highest level of safety measures to protect our employees. We have not experienced a material impact to our financial results to date, however, COVID-19 continues to present significant uncertainty in the future economic outlook for our customers and the markets we serve.

Financial Operations Overview

The following discussion sets forth certain components of our statements of operations as well as factors that impact those items.

Revenues

Revenues are derived from Information and Software Products, Services and Other Products. Information and Software revenues are generated from licensing fees for our proprietary information and software products. The Company recognizes revenues from Information and Software products as performance obligations under customer contracts are satisfied. Services revenues are primarily from contracts with government agencies and revenue is recognized upon completion of the various milestones within the contract. Other revenues are primarily from security monitoring services offerings and the provision of web marketing services. Contracts for these services have a stated transaction price for monthly services and are recognized as the services are provided.

Cost of Revenues

Cost of revenue is generated from direct costs associated with the delivery of our products and services to our customers. The cost of revenue relates primarily to labor costs, hosting and infrastructure costs and client service team costs. We record the cost of direct fulfillment as cost of revenue. Infrastructure and licensed data costs, which are shared across all projects or groups of projects, are not charged to cost of revenue.

Research and Development

Research and development expenses consist primarily of employee-related expenses, subcontractor and third-party consulting fees, data fees, and hosted infrastructure costs. We continue to focus our research and development efforts on adding new features and applications to our product offerings. Once our prototypes are proven, we begin to capitalize costs that qualify with the associated development rather than recording those costs as research and development.

Sales and Marketing

Sales and marketing expense is primarily salaries and related expenses, including commissions, for our sales, marketing and product management staff. Marketing program costs are also recorded as sales and marketing expense including advertising, market research, and events (such as trade shows, corporate communications, brand building, etc.). The Company plans to continue to invest in marketing and sales by expanding our selling and marketing staff, building brand awareness, attracting new clients and sponsoring additional marketing events. The timing of these marketing events will affect our marketing costs in any particular quarter.

General and Administrative Expenses

General and administrative expenses include salaries and benefits and other costs of departments serving administrative functions, such as executives, finance and accounting and human resources. In addition, general and administrative expense includes non-personnel costs, such as professional fees, legal fees, accounting and finance advisory fees and other supporting corporate expenses not allocated to cost of revenue, product and development or sales and marketing.

Depreciation and Amortization Expenses

Depreciation and Amortization relate to long lived assets used in our business. Depreciation expense relates primarily to furniture and equipment, computers and vehicles. Amortization expense relates primarily to identifiable intangibles of acquired companies.

Transaction Related Expenses

Transaction related expenses relate to the acquisition of Helix on March 2, 2021 and include professional, legal, accounting and finance advisory fees and other direct expenses.

Critical Accounting Policies and Use of Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as critical because these specific areas generally require us to make judgments and estimates about matters that are uncertain at the time we make the estimate, and different estimates – which also would have been reasonable – could have been used. On an ongoing basis, we evaluate our estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies and estimates are further discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 31, 2021.

Results of Operations for the three and nine months ended September 30, 2021 and 2020

The following table summarizes our condensed results of operations for the periods indicated:

  For the Three Months Ended,  For the Nine Months Ended, 
  
September 30,
2021
  
September 30,
2020
  September 30, 2021  
September 30,
2020
 
Revenues $4,961,755   159,504  $11,130,349  $334,921 
Costs and Expenses                
Cost of Revenues  1,337,981      3,028,657    
Research and development  2,612,184   658,824   6,059,948   1,474,215 
Sales and marketing  1,088,203   40,217   2,864,213   151,261 
General and administrative  6,673,723   514,280   16,035,981   1,143,365 
Depreciation and amortization  598,565   3,059   1,381,637   4,932 
Transaction related expenses     105,128   1,210,279   195,634 
Loss from operations $(7,348,901) $(1,162,004) $(19,450,366) $(2,634,486)

Comparison of Three Months Ended September 30, 2021 and 2020

Revenues

Revenues for the three months ended September 30, 2021 were $4,961,755, which represented an increase of $4,802,251, compared to total revenue of $159,504 for the three months ended September 30, 2020. These revenues were primarily from Information and Software products. The increase is due to the inclusion of revenues from the Helix acquisition, which contributed 59% of the increase, and higher revenues from the Company’s Information products, which contributed 41% of the increase. Revenues from the Company’s Information products increased $1,986,699, or 1246%, compared to the three months ended September 30, 2020.

Cost of Revenues

Cost of revenues increased by $1,337,981 for the three months ended September 30, 2021, from $0 for the three months ended September 30, 2020. The increase related to direct costs related to the delivery of revenues. This increase was primarily from increased revenues of the Company’s Information and Software products. The increase is due to the inclusion of the Helix acquisition, which contributed 92% of the increase, and higher cost of revenues from the Company’s Information products, which contributed 8% of the increase.

Research and Development

Research and development expenses for the three months ended September 30, 2021 were $2,612,184, which represented an increase of $1,953,360 compared to total research and development expenses of $658,824 for the three months ended September 30, 2020. The increase is due to higher R&D expenses related to scaling the Company’s products, which contributed 92% of the increase, offset by 7% due to forfeitures of stock-based compensation awards, and the inclusion of the Helix acquisition, which contributed 15% of the increase.

Sales and Marketing

Sales and marketing expenses for the three months ended September 30, 2021 were $1,088,203, which represented an increase of $1,047,986 compared to total sales and marketing expenses of $40,217 for the three months ended September 30, 2020. The increase is due to higher expenses related to scaling the Company’s products, which contributed 65% of the increase, stock-based compensation expenses related to equity awards granted to new Company employees after we became a public company on March 2, 2021, which contributed approximately 10% of the increase, and the inclusion of the Helix acquisition, which contributed 25% of the increase.

General and Administrative

General and administrative expenses for the three months ended September 30, 2021 were $6,673,723, which represented an increase of $6,159,443 compared to general and administrative expenses of $514,280 for the three months ended September 30, 2020. The increase is due to higher expenses related to scaling the Company’s management organization, which contributed 38% of the increase, stock-based compensation expenses related to equity awards granted to key Helix employees and new Company hires after we became a public company on March 2, 2021, which contributed approximately 43% of the increase, and the inclusion of the Helix acquisition which contributed 19% of the increase.

Transaction Related Expenses

Transaction related expenses for the three months ended September 30, 2021 were $0, which represented a decrease of $105,128 compared to transaction related expenses of $105,128 for the three months ended September 30, 2020. These expenses related to the acquisition of Helix, which was completed on March 2, 2021.

Comparison of Nine Months Ended September 30, 2021 and 2020

Revenues

Revenues for the nine months ended September 30, 2021 were $11,130,349, which represented an increase of $10,795,428 compared to total revenue of $334,921 for the nine months ended September 30, 2020. These revenues were primarily from Information and Software products. The increase is due to the inclusion of revenues from the Helix acquisition since March 2, 2021, which contributed 65% of the increase, and higher revenues from the Company’s products, which contributed 35% of the increase. Revenues from the Company’s Information products increased $3,780,749 or 1129% compared to the nine months ended September 30, 2020.

Cost of Revenues

Cost of revenues increased by $3,028,657 for the nine months ended September 30, 2021 from $0 for the nine months ended September 30, 2020. The increase related to direct costs related to the delivery of revenues. This increase was primarily from increased revenues of the Company’s Information and Software products. The increase is due to the inclusion of the Helix acquisition since March 2, 2021, which contributed 89% of the increase, and higher cost of revenues from the Company’s Information products, which contributed 11% of the increase.

Research and Development

Research and development expenses for the nine months ended September 30, 2021 were $6,059,948, which represented an increase of $4,585,733 compared to total research and development expenses of $1,474,215 for the nine months ended September 30, 2020. The increase is due to higher R&D expenses related to scaling the Company’s products, which contributed 87% of the increase, and the inclusion of the Helix acquisition since March 2, 2021, which contributed 13% of the increase.

Sales and Marketing

Sales and marketing expenses for the nine months ended September 30, 2021 were $2,864,213, which represented an increase of $2,712,952 compared to total sales and marketing expenses of $151,261 for the nine months ended September 30, 2020. The increase is due to higher expenses related to scaling the Company’s products, which contributed 65% of the increase, stock-based compensation expenses related to equity awards granted to new Company employees after we became a public company on March 2, 2021, which contributed approximately 12% of the increase, and the inclusion of the Helix acquisition since March 2, 2021, which contributed 23% of the increase.

General and Administrative

General and administrative expenses for the nine months ended September 30, 2021 were $16,035,981, which represented an increase of $14,892,616 compared to general and administrative expenses of $1,143,365 for the nine months ended September 30, 2020. The increase is due to higher expenses related to scaling the Company’s management organization, which contributed 42% of the increase, stock-based compensation expenses related to equity awards granted to key Helix employees and new Company hires after we became a public company on March 2, 2021, which contributed approximately 40% of the increase, and the inclusion of the Helix acquisition since March 2, 2021, which contributed 18% of the increase.

Transaction Related Expenses

Transaction related expenses for the nine months ended September 30, 2021 were $1,210,279, which represented an increase of $1,014,645 compared to transaction related expenses of $195,634 for the nine months ended September 30, 2020. These expenses related to the acquisition of Helix, which was completed on March 2, 2021.

Non-GAAP Financial Measures

In this Quarterly Report on Form 10-Q we have provided a non-GAAP measure, which we define as financial information that has not been prepared in accordance with U.S. GAAP. The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”) presented on both a historical basis and a “pro forma” basis reflecting the acquisition of Helix as of the beginning of the periods presented. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, net income or loss calculated in accordance with U.S. GAAP (referred to below as “Net loss”).

Adjusted EBITDA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help our management identify additional trends in our Company’s financial results that may not be shown solely by period-to-period comparisons of net income. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees in order to evaluate our company’s performance. Our management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net income, as well as trends in those items contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under applicable SEC rules.

The following is an explanation of the items excluded by us from Adjusted EBITDA but included in net loss:


Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. We exclude depreciation and amortization expense from Adjusted EBITDA because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, we believe that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.


Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our Company’s operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.


Interest Expense. Interest expense is associated with the Notes entered into on September 1, 2021 in the amount of $24,000,000. The Notes are due on September 1, 2025 and accrued interest at an annual rate of 3.5%. We exclude interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of our business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest expense associated with the Notes will recur in future periods.


Investment Income. Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which we invest. Interest and investment income can vary over time due to a variety of financing transactions, changes in interest rates, cash used to fund operations and capital expenditures and acquisitions that we have entered into or may enter into in the future. We exclude interest and investment income from Adjusted EBITDA (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.


Foreign Currency Related Gains. Foreign currency related gains result from foreign currency transactions and translation gains and losses related to Engeni SA, a subsidiary of the Company acquired as part of the acquisition of Helix. We exclude foreign currency related gains from Adjusted EBITDA because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that foreign currency related gains or losses are expected to recur in future periods.


Other Items. We engage in other activities and transactions that can impact our net loss. In the periods being reported, these other items included (i) change in fair value of warrant liability which related to warrants assumed in the acquisition of Helix; (ii) transaction related expenses which consist of professional fees and other expenses incurred in connection with the acquisition of Helix; (iii) other income which consists of profits on marketable security investments; and (iv) loss on impairment of goodwill. We exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods.


Income tax expense. MOR was organized as a limited liability company until the completion of the Helix acquisition. As a result, we were treated as a partnership for federal and state income tax purposes through March 2, 2021, and our taxable income and losses are reported by our members on their individual tax returns for such period. Therefore, we did not record any income tax expense or benefit through March 2, 2021. We expect to incur a net loss for financial reporting and income tax reporting purposes for this year. Accordingly, any benefit for federal and state income taxes benefit has been entirely offset by a valuation allowance against the related deferred tax net assets. We exclude the income tax expense from Adjusted EBITDA (i) because we believe that the income tax expense is not directly attributable to the underlying performance of our business operations and, accordingly, its exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.

Limitations on the use of non-GAAP financial measures

There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S. GAAP and may be different from non-GAAP financial measures provided by other companies.

The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are adjusted to calculate our non-GAAP financial measures. We compensate for these limitations by analyzing current and future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in our public disclosures.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business and to view our non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures.

The following tables reconciles the specific items excluded from U.S. GAAP metrics in the calculation of non-GAAP metrics for the periods shown below:

  Historical (Unaudited)  Historical (Unaudited) 
  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2021  2020  2021  2020 
Revenues:            
Information and Software $4,489,177  $159,504  $9,661,826  $334,921 
Services  269,753  $   858,400    
Other  202,825  $   610,123    
Total revenues $4,961,755  $159,504  $11,130,349  $334,921 
                 
Net loss $(6,876,472)  (1,161,915) $(18,502,315) $(2,628,690)
                 
Depreciation & amortization  598,565   3,059   1,381,637   4,932 
Stock based compensation expense  2,627,506   8,561   6,245,679   20,331 
Change in fair value of warrant liability  (251,778)     (746,605)   
Loss on impairment of goodwill            
Transaction related expenses     105,128   1,210,279   195,634 
Interest and investment income  (1,903)  (89)  (4,601)  (5,796)
Interest expense  79,422      101,325    
Foreign currency related gains  (298,170)     (298,170)   
Other income            
Income tax expense            
                 
Adjusted EBITDA $(4,122,830)  (1,045,256) $(10,612,771) $(2,413,589)

Three Months ended September 30, 2021 (Historical)

Adjusted EBITDA

Adjusted EBITDA for the three months ended September 30, 2021 was a loss of $4,122,830 compared to a loss of $1,045,256 for the three months ended September 30, 2020, an increase of $3,077,574. The increase is primarily due to investments in product development, customer service, infrastructure and human capital and the inclusion of the Helix acquisition since March 2, 2021.

Nine Months ended September 30, 2021 (Historical)

Adjusted EBITDA

Adjusted EBITDA for the nine months ended September 30, 2021 was a loss of $10,612,771 compared to a loss of $2,413,589 for the nine months ended September 30, 2020, an increase of $8,199,182. The increase is primarily due to investments in product development, customer service, infrastructure, and human capital and the inclusion of Helix.

  Pro Forma (Unaudited)  Pro Forma (Unaudited) 
  
Three Months Ended
September 30,
  Nine Months Ended September 30, 
  2021  2020  2021  2020 
Revenues:            
Information and Software $4,489,177  $2,559,049  $11,290,503  $7,343,422 
Services  269,753   330,000   1,092,089   981,455 
Other  202,825   173,508   756,665   810,396 
Total revenues $4,961,755  $3,062,557  $13,139,257  $9,135,273 
                 
Net loss $(6,876,472) $
(42,488,120
) $(21,265,019) $
(46,647,993
)
                 
Depreciation & amortization  598,565   585,371   1,802,865   1,770,219 
Stock based compensation expense  2,627,506   563,599   6,408,622   1,635,203 
Change in fair value of warrant liability  (251,778)  (67,039)  469,619   (682,717)
Loss on impairment of goodwill     39,963,107      41,333,085 
Transaction related expenses     199,697   2,096,054   375,507 
Interest and investment income  (1,903)  5,630   (4,601)  (2,459)
Interest expense  79,422   
74,911
   106,181   195,136 
Foreign currency related gains  (298,170)     (298,170)  
 
Other income        (55,006)   
Income tax expense            
                 
Adjusted EBITDA $(4,122,830) $
(1,162,844
) $(10,739,455) $
(2,024,019
)

Three Months ended September 30, 2021 (Pro Forma)

Revenues

Pro forma revenues for the three months ended September 30, 2021 were $4,961,755, which represented an increase of $1,899,198 compared to total revenue of $3,062,557 for the three months ended September 30, 2020. The increase was primarily due to growth in the number of customers utilizing the Company’s Information products.

Adjusted EBITDA

Pro forma Adjusted EBITDA for the three months ended September 30, 2021 was a loss of $4,122,830 compared to a loss of $1,162,844 for the three months ended September 30, 2020, an increase of $2,959,986. The increase is primarily due to investments in product development, customer service, infrastructure and human capital.

Nine Months ended September 30, 2021 (Pro Forma)

Revenues

Pro forma revenues for the nine months ended September 30, 2021 were $13,139,257, which represented an increase of $4,003,984 compared to total revenue of $9,135,273 for the nine months ended September 30, 2020. The increase was primarily due to growth in the number of customers utilizing these products.

Adjusted EBITDA

Pro forma Adjusted EBITDA for the nine months ended September 30, 2021 was a loss of $10,739,455 compared to a loss of $2,024,019 for the nine months ended September 30, 2020, an increase of $8,715,436. The increase is primarily due to investments in product development, customer service, infrastructure and human capital.

Liquidity and Capital Resources

Since the Company’s inception in 2019, most of the Company’s resources have been devoted to scaling its research and development, sales and marketing, and management infrastructure. The Company’s operations have been financed primarily from the cash proceeds received from equity issuances. The Company expects to continue to fund its operations and future acquisitions through a combination of cash flow generated from operating activities, debt financing, and/or additional equity issuances. To date, the Company has generated limited revenues from the licensing of information products and the Company has incurred losses and generated negative cash flows from operations since inception. On September 1, 2021, the Company raised proceeds of $24 million through the sale of 3.5% convertible promissory notes maturing on September 1, 2025. As of September 30, 2021, the Company’s principal source of liquidity was aggregate cash and marketable securities of $35.9 million.

Cash Flows

The following table summarizes selected information about our sources and uses of cash and cash equivalents for the periods presented:

  For the Nine Months Ended, 
  
September 30,
2021
  
September 30,
2020
 
Net cash used in operating activities $(13,190,329) $(2,355,893)
Net cash (used in) provided by investing activities  (223,207)  121,230 
Net cash provided by financing activities  36,283,171   3,315,700 
Net increase in cash and cash equivalents $22,869,635  $1,081,037 

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $10,834,436 for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily the result of scaling up the Company’s operations from the initial start-up phase.

Net Cash Used in Investing Activities

Net cash used in investing activities increased by $344,437 for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. This is the result of an increase in additions to property and equipment of $605,874, and an increase in the purchase of marketable securities of $22,014,459 offset by an increase in the sale of marketable securities of $20,964,919 and cash acquired of $1,310,977 as part of the Business Combination.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $32,967,471 for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily related to the cash proceeds received from the Company’s equity issuance in April 2021 and the convertible notes issuance in September 2021.

Off Balance Sheet Arrangements

The Company does not have relationships with other organizations or process any transactions that would constitute off balance sheet arrangements.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update removes separation models for (i) convertible debt with a cash conversion feature and (ii) convertible instruments with a beneficial conversion feature. Under ASU 2020-06, these features will be combined with the host contract. ASU 2020-06 does not impact the accounting treatment for conversion features that are accounted for as a derivative under Topic 815. The update also requires the application of the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition, only at the beginning of an entity’s fiscal year. Early adoption is permitted. The Company has  elected to early adopt the standard as of January 1, 2021 using the modified retrospective method of transition. The Company evaluated the terms of its debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As a result, there is no equity component and the Company recorded the convertible note as a single liability within long-term debt on its condensed consolidated balance sheet. The Company applies the if-converted method for calculation of diluted earnings per share for its convertible debt instruments.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (who is also the Company’s principal executive officer), and our chief financial officer (who is also the Company’s principal financial and accounting officer), to allow for timely decisions regarding required disclosure. In accordance with Rules 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2021, which is the end of the three-month period covered by this Quarterly Report on Form 10-Q.

The Company identified material weaknesses in our internal controls over financial reporting as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021. Our chief executive officer and chief financial officer therefore concluded that our disclosure controls and procedures as of the fiscal quarter ended September 30, 2021 remain ineffective to the extent of the material weaknesses identified.

We are committed to remediating the control deficiencies that gave rise to the material weaknesses, certain of which were the result of the evaluation of MOR as the financial successor to Helix for the twelve-months ended December 31, 2021. Our management is responsible for implementing changes and improvements to internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses we identified. With oversight from our Audit Committee, we have taken steps to remediate the internal control deficiencies and expect to implement further remediation actions during 2021 that we believe will improve our internal control over financial reporting. Certain improvements to our internal control over financial reporting occurred as a consequence of the Merger (e.g., additional finance resources and protocols employed by Helix), supplemented by the Company’s engagement of outside firms to assist the Company with additional accounting expertise and with the review of our internal controls framework for the Company’s compliance with the Sarbanes Oxley Act of 2002, as amended. Until the remediation actions are fully implemented and the operational effectiveness of related internal controls is validated through testing, the material weaknesses noted above will continue to exist.

Notwithstanding the identified material weaknesses, the Company’s management, including our chief executive officer and chief financial officer, has determined, based on the procedures we have performed, that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial condition, results of operations and cash flows at September 30, 2021 and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

Our remediation efforts for material weaknesses previously reported were ongoing during the three months ended September 30, 2021, as described in Item 9A of our 2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021. There were no other material changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2021 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1.Legal Proceedings

From time to time we may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company records reserves in the consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material, except for the below.

Kenney, et al. v. Helix TCS, Inc.

On July 20, 2017, one former employee of Helix filed a lawsuit in the United States District Court for the District of Colorado alleging violations of the Fair Labor Standards Act on behalf of himself and other employees. The plaintiff seeks damages for Helix’s alleged failure to compensate employees appropriately for the overtime hours they worked as purported “non-exempt” employees. The matter has been conditionally certified as a collective action and the court has authorized the plaintiff to send notice and consent forms to putative class members. Notice and consent forms have been sent. The period for returning consent forms has ended. No decision has been made on the merits of the claim. The case is in the early stages of discovery. The Company will vigorously defend the claims in the lawsuit.

Audet v. Green Tree International, et. al.

On February 14, 2020, John Audet filed a complaint in 15th Judicial Circuit in and for Palm Beach County, Florida against multiple parties, including Green Tree International (“GTI”), an indirect subsidiary of Forian, claiming that he owned 10% of GTI. We believe the lawsuit is wholly without merit and will vigorously defend the claims in the lawsuit. The case is in the process of discovery. A hearing on motions for summary judgement is expected after January 17, 2022, with trial on an eight-week trial docket scheduled to begin on January 17, 2022.

Helix Stockholder Lawsuits

Beginning on February 16, 2021, four lawsuits were filed by purported Helix stockholders (captioned Dillion v. Helix Technologies, Inc., et al., No. 1:21-cv-01365 (filed February 16, 2021 in the United States District Court for the Southern District of New York) (the “Dillion Complaint”); Baros v. Helix Technologies, Inc., et al., No. 1:21-cv-01425 (filed February 17, 2021 in the United States District Court for the Southern District of New York) (the “Baros Complaint”); Anderson v. Helix Technologies, Inc., et al., No. 1:21-cv-00464 (filed February 17, 2021 in the United States District Court for the District of Colorado) (the “Anderson Complaint”); and Robinson v. Helix Technologies, Inc., et al., No. 1:21-cv-00484 (filed February 18, 2021 in the United States District Court for the District of Colorado) (the “Robinson Complaint” and, together with the Dillion Complaint, the Anderson Complaint and the Baros Complaint, the “Stockholder Complaints”)). The Stockholder Complaints were filed against (a) Helix and (b) the members of Helix’s board of directors (the “Individual Defendants”) and the Baros Complaint was also filed against Forian, MOR and Merger Sub. The Stockholder Complaints generally allege that the defendants violated Section 14(a) of the Exchange Act, by, among other things, failing to disclose material information in the Proxy Statement regarding the sales process, reconciliation of certain financial projections regarding Helix certain inputs underlying Management Planning, Inc.’s financial analysis, and potential conflicts of interest of involving Helix’s insiders. The Stockholder Complaints also allege the Individual Defendants (and the Baros Complaint alleges Forian, Merger Sub and MOR) violated Section 20(a) of the Exchange Act as controlling persons who had the ability to prevent the Proxy Statement from being materially false and misleading. The Stockholder Complaints seek, among other things, an injunction against the consummation of the transactions contemplated by the Merger Agreement and an award of costs and expenses, including a reasonable allowance for attorneys’ and experts’ fees. Despite seeking an injunction in the complaints, none of the plaintiffs followed up with a motion to enjoin the transactions. As of October 25, 2021, the four Stockholder Complaints have been dismissed and are no longer pending. Specifically, On March 11, 2021, the Robinson Complaint was voluntarily dismissed. On September 7, 2021, the Baros Complaint was voluntarily dismissed. On September 13, 2021, the Dillion Complaint was voluntarily dismissed. On October 25, 2021, the Anderson Complaint was voluntarily dismissed.

Nykiah Thomas v. Security Consultants Group, LLC d/b/a Helix TCS, Helix Technologies, Inc. and Shamson Sundra

On July 16, 2021, Nykiah Thomas, individually and on behalf of M’Seiya Thomas, a minor, filed a complaint in the District Court, City and County of Denver, Colorado, against Security Consultants Group, LLC d/b/a Helix TCS and Helix Technologies, Inc., subsidiaries of Forian, and Shamson Sundra, a former employee of Security Consultants Group, LLC, alleging negligence in the performance of security services in connection with a school shooting at STEM School Highlands Ranch that occurred on May 7, 2019. The case is in the early stages of discovery and the parties have agreed to voluntary mediation scheduled for December 13, 2021. Trial is scheduled to begin on August 8, 2022. The Company will vigorously defend the claims in the lawsuit.

Item 1A.Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

See our Current Report on Form 8-K filed on September 2, 2021 for a description of our unregistered sale of convertible notes.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits

Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021, February 1, 2021 and February 9, 2021).
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021, February 1, 2021 and February 9, 2021).
Form of Note Purchase Agreement, dated September 1, 2021, by and between the Registrant and each of the investors and the affiliate.
Employment Agreement, dated as of September 2, 2021, by and between the Company and Michael Vesey (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 2).
Transition and Release Agreement, dated as of September 2, 2021, by and between the Company and Clifford Farren (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 2).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ).
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.CALInline XBRL Taxonomy Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.
+ Indicates management contract or compensatory plan.

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, thereunto duly authorized, on November 15, 2021.

 FORIAN INC.
   
 By:/s/ Daniel Barton
  Daniel Barton
  Chief Executive Officer
  (Principal Executive Officer)
   
 By:/s/ Michael Vesey
  Michael Vesey
  Chief Financial Officer
  (Principal Financial Officer and Principal Accounting Officer)


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