☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
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 |
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☒ |
Page | |
PART I | |
Item 1. Business | 4 |
Item 1A. Risk Factors | |
Item 1B. Unresolved Staff Comments | |
Item 2. Properties | |
Item 3.Legal Proceedings | |
Item 4. Mine Safety Disclosures | |
PART II | |
Item 6. Selected Financial Data | |
Item 9A. Controls and Procedures | 67 |
Item 9B. Other Information | 69 |
PART III | |
Item 11. Executive Compensation | |
PART IV | |
Item 16. Form 10-K Summary | 71 |
• | Flexible and scalable approach to privacy-focused analytics software and solutions. Our solutions are purpose built to address the analytic needs of healthcare and cannabis stakeholders across the product or patient journey. We are developing scalable, data driven analytics solutions in cannabis to drive evidence-based decisions where none exist today. We can provide client-centric deliverables that address a specific need that may be satisfied with healthcare data, cannabis data or an integrated offering. |
• | Large integrated longitudinal database.Our proprietary database processes, integrates, deidentifies and standardizes medical, hospital and pharmacy claims datasets along with cannabis point of sale data, consumer behavior and demographic-level data and other datasets to produce a longitudinal database that encompass the vast majority of the U.S. population. We will continue to invest in and integrate unique data sources to further strengthen and differentiate our solutions. |
• | Drive growth by acquiring new commercial and government customers. We believe that nearly all organizations that discover, develop, produce and market therapeutic and cannabis products must embrace data driven analytics to compete effectively. As such, the opportunity to continue growing our customer base is significant. |
• | Increase usage and upsell within our existing customer base. We plan to continue investing in sales and marketing, with a focus on driving greater use of our newer SaaS, DaaS and RWE offerings to deliver more value to and expand our relationships with our customers, leading to scale and operating leverage for our business. |
• | Leverage our scalable platform into new markets.Our platform provides innovative benefits to the life science, payer, provider, government and legal cannabis markets. We believe there is significant opportunity to deploy the use of our platform in adjacent industries, such as the legal psychedelic and emerging therapeutics markets as well as the financial services markets. |
• | Expand our data and strategic partner network.Our business intelligence is derived partly from data generated through our commercial products as well as acquired from strategic data partners. As part of our growth strategy, we may seek to acquire assets, data-driven products or companies that are synergistic with our business and add value to our data assets and offering sets. |
Item 1A. | Risk Factors |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 7. |
For the Years Ended, | ||||||||
December 31, 2021 | December 31, 2020 | |||||||
Revenues | $ | 16,879,715 | $ | 544,871 | ||||
Costs and Expenses | ||||||||
Cost of Revenues | 4,717,175 | 38,293 | ||||||
Research and development | 8,975,745 | 2,509,666 | ||||||
Sales and marketing | 4,142,190 | 573,851 | ||||||
General and administrative | 23,464,267 | 1,534,854 | ||||||
Depreciation and amortization | 1,986,816 | 8,555 | ||||||
Transaction related expenses | 1,210,279 | 863,409 | ||||||
Loss from operations | $ | (27,616,757 | ) | $ | (4,983,757 | ) |
• | 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 accrue 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 (Losses). Foreign currency related gains (losses) result from foreign currency transactions and translation gains and losses related Engeni, S.A., a subsidiary of the Company acquired as part of the acquisition of Helix. We exclude foreign currency related gains (losses) 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. |
• | 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 incurred 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. |
Historical (Unaudited) | ||||||||
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Revenues: | ||||||||
Information and Software | $ | 14,952,247 | $ | 544,871 | ||||
Services | 1,122,528 | — | ||||||
Other | 804,940 | — | ||||||
Total revenues | $ | 16,879,715 | $ | 544,871 | ||||
Net loss | $ | (26,551,105 | ) | $ | (4,980,183 | ) | ||
Depreciation & amortization | 1,986,816 | 8,555 | ||||||
Stock based compensation expense | 9,300,443 | 28,329 | ||||||
Change in fair value of warrant liability | (878,481 | ) | — | |||||
Transaction related expenses | 1,210,279 | 863,409 | ||||||
Interest and investment income (expense) | 315,570 | (3,574 | ) | |||||
Foreign currency related gains | (525,252 | ) | — | |||||
Income tax expense | 22,511 | — | ||||||
Adjusted EBITDA | $ | (15,119,219 | ) | $ | (4,083,464 | ) |
Pro Forma (Unaudited) | ||||||||
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Revenues: | ||||||||
Information and Software | $ | 16,581,325 | $ | 9,953,647 | ||||
Services | 1,356,218 | 1,344,824 | ||||||
Other | 951,482 | 1,024,862 | ||||||
Total revenues | $ | 18,889,025 | $ | 12,323,333 | ||||
Net loss | $ | (28,980,168 | ) | $ | (50,001,000 | ) | ||
Depreciation & amortization | 2,547,585 | 3,821,000 | ||||||
Stock based compensation expense | 9,463,386 | 1,773,000 | ||||||
Change in fair value of warrant liability | (270,369 | ) | (132,000 | ) | ||||
Gain on asset disposal | — | (240,000 | ) | |||||
Loss on impairment of goodwill | — | 41,333,000 | ||||||
Transaction related expenses | 2,096,054 | — | ||||||
Interest and investment income (expense) | 325,712 | 218,000 | ||||||
Foreign currency related gains | (525,252 | ) | — | |||||
Other income | (55,006 | ) | (31,000 | ) | ||||
Income tax expense | 22,511 | — | ||||||
Adjusted EBITDA | $ | (15,375,547 | ) | $ | (3,259,000 | ) |
Year Ended | ||||||||
December 31, | December 31, | |||||||
2021 | 2020 | |||||||
Net cash used in operating activities | $ | (17,257,546 | ) | $ | (4,250,734 | ) | ||
Net cash used in investing activities | (1,025,155 | ) | (11,399,997 | ) | ||||
Net cash provided by financing activities | 36,281,043 | 16,315,700 | ||||||
Net increase in cash and cash equivalents | $ | 17,998,342 | $ | 664,969 |
| Year Ended December 31, 2020 | inception (May 6, 2019) through December 31, 2019 | ||||||
| ||||||||
Revenues | $ | 544,871 | $ | — | ||||
38,293 | — | |||||||
Gross profit | 506,578 | — | ||||||
Research and development | 2,509,666 | 827,474 | ||||||
Selling, general and administrative expenses | 2,980,669 | 464,698 | ||||||
Loss from operations | $ | (4,983,757 | ) | $ | (1,292,172 | ) |
Year Ended December | ||||||||
Net cash used in operating activities | $ | (4,250,734 | ) | $ | (1,032,372 | ) | ||
Net cash used in investing activities | (11,399,997 | ) | (151,434 | ) | ||||
Net cash provided by financing activities | 16,315,700 | 1,184,300 | ||||||
$ | 664,969 | $ | 494 |
Report of Independent Registered Accounting Firm (PCAOB ID# 688) | 41 |
42 | |
43 | |
44 | |
45 | |
46 |
December 31, 2020 | December 31, 2019 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 665,463 | $ | 494 | ||||
Marketable securities | 11,501,844 | 149,767 | ||||||
Accounts receivable | 22,996 | - | ||||||
Contract assets | 196,701 | - | ||||||
Prepaid expenses | 120,979 | 25,365 | ||||||
Total Current Assets | 12,507,983 | 175,626 | ||||||
Property and Equipment, Net | 46,358 | 3,419 | ||||||
Total Assets | $ | 12,554,341 | $ | 179,045 | ||||
Liabilities and Stockholders’ Equity (Deficit) | ||||||||
Current Liabilities: | ||||||||
Promissory notes | $ | - | $ | 184,300 | ||||
Accounts payable | 647,601 | 6,400 | ||||||
Accrued expenses | 480,741 | 269,376 | ||||||
Deferred revenues | 158,884 | - | ||||||
Total Current Liabilities | 1,287,226 | 460,076 | ||||||
Commitments and Contingencies (Note 14) | ||||||||
Stockholders’ Equity (Deficit): | ||||||||
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 Shares issued and outstanding as of December 31, 2020 and 2019 | - | - | ||||||
Common Stock; par value $0.001; 95,000,000 Shares authorized; 21,233,039 issued and outstanding as of December 31, 2020 and 7,713,528 issued and outstanding as of December 31, 2019 | 21,233 | 7,713 | ||||||
Additional paid-in-capital | 17,514,907 | 1,000,098 | ||||||
Accumulated deficit | (6,269,025 | ) | (1,288,842 | ) | ||||
Total Stockholders’ Equity (Deficit) | 11,267,115 | (281,031 | ) | |||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 12,554,341 | $ | 179,045 |
December 31, 2021 | December 31, 2020 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 18,663,805 | $ | 665,463 | ||||
Marketable securities | 12,399,361 | 11,501,844 | ||||||
Accounts receivable, net | 1,947,540 | 22,996 | ||||||
Contract assets | 1,056,891 | 196,701 | ||||||
Prepaid expenses | 1,017,927 | 120,979 | ||||||
Other assets | 900,242 | 0 | ||||||
Total current assets | 35,985,766 | 12,507,983 | ||||||
Property and equipment, net | 1,531,959 | 46,358 | ||||||
Intangible assets, net | 9,051,184 | 0 | ||||||
Goodwill | 9,099,372 | 0 | ||||||
Right of use assets, net | 859,637 | 0 | ||||||
Deposits and other assets | 314,443 | 0 | ||||||
Total assets | $ | 56,842,361 | $ | 12,554,341 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,125,067 | $ | 647,601 | ||||
Accrued expenses | 4,068,109 | 480,741 | ||||||
Short-term operating lease liabilities | 247,325 | 0 | ||||||
Notes payable | 13,122 | 0 | ||||||
Warrant liability | 369,234 | 0 | ||||||
Deferred revenues | 976,268 | 158,884 | ||||||
Total current liabilities | 6,799,125 | 1,287,226 | ||||||
Long-term liabilities: | ||||||||
Long-term operating lease liabilities | 611,523 | 0 | ||||||
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related party. Refer to Note 15) | 24,260,448 | 0 | ||||||
Total long-term liabilities | 24,871,971 | 0 | ||||||
Total liabilities | 31,671,096 | 1,287,226 | ||||||
Commitments and contingencies (Note 18) | 0 | 0 | ||||||
Stockholders' equity: | ||||||||
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 | ||||||
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,773,154 issued and outstanding as of December 31, 2021 and 21,233,039 issued and outstanding as of December 31, 2020 | 31,773 | 21,233 | ||||||
Additional paid-in-capital | 57,959,622 | 17,514,907 | ||||||
Accumulated deficit | (32,820,130 | ) | (6,269,025 | ) | ||||
Total stockholders' equity | 25,171,265 | 11,267,115 | ||||||
Total liabilities and stockholders' equity | $ | 56,842,361 | $ | 12,554,341 |
Year Ended December 31, 2020 | May 6, 2019 Through December 31, 2019 | |||||||
Revenues: | ||||||||
Data subscription | $ | 544,871 | $ | - | ||||
Cost of Revenues: | ||||||||
Cost of subscription revenue | 38,293 | - | ||||||
Gross Profit | 506,578 | - | ||||||
Operating Expenses: | ||||||||
Research and development | 2,509,666 | 827,474 | ||||||
Selling, general and administrative | 2,980,669 | 464,698 | ||||||
Total Operating Expenses | 5,490,335 | 1,292,172 | ||||||
Loss From Operations | (4,983,757 | ) | (1,292,172 | ) | ||||
Other Income (Expense): | ||||||||
Investment income | 3,574 | 3,330 | ||||||
3,574 | 3,330 | |||||||
Net loss before income taxes | (4,980,183 | ) | (1,288,842 | ) | ||||
Income tax expense | - | - | ||||||
Net loss | $ | (4,980,183 | ) | $ | (1,288,842 | ) | ||
Basic and diluted net loss per common share | $ | (0.38 | ) | $ | (0.27 | ) | ||
Weighted-average shares outstanding | 13,189,623 | 4,739,471 |
For the Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
Revenues: | ||||||||
Information and Software | $ | 14,952,247 | $ | 544,871 | ||||
Services | 1,122,528 | 0 | ||||||
Other | 804,940 | 0 | ||||||
Total revenues | 16,879,715 | 544,871 | ||||||
Costs and Expenses: | ||||||||
Cost of revenues | 4,717,175 | 38,293 | ||||||
Research and development | 8,975,745 | 2,509,666 | ||||||
Sales and marketing | 4,142,190 | 573,851 | ||||||
General and administrative | 23,464,267 | 1,534,854 | ||||||
Depreciation and amortization | 1,986,816 | 8,555 | ||||||
Transaction related expenses | 1,210,279 | 863,409 | ||||||
Total costs and expenses | 44,496,472 | 5,528,628 | ||||||
Loss From Operations | (27,616,757 | ) | (4,983,757 | ) | ||||
Other Income (Expense): | ||||||||
Change in fair value of warrant liability | 878,481 | 0 | ||||||
Interest and investment income | 6,809 | 3,574 | ||||||
Interest expense | (322,379 | ) | 0 | |||||
Foreign currency related gains | 525,252 | 0 | ||||||
Total other income, net | 1,088,163 | 3,574 | ||||||
Net loss before income taxes | (26,528,594 | ) | (4,980,183 | ) | ||||
Income tax expense | (22,511 | ) | 0 | |||||
Net Loss | $ | (26,551,105 | ) | $ | (4,980,183 | ) | ||
Basic and diluted net loss per common share | $ | (0.90 | ) | $ | (0.38 | ) | ||
Weighted-average shares outstanding | 29,527,608 | 13,189,623 |
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 | 907,542 | 908 | 13,061 | 0 | 13,969 | |||||||||||||||||||||||
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 | 9,286,474 | 0 | 9,286,474 | |||||||||||||||||||||||
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 | 22,280 | 22 | 48,548 | 0 | 48,570 | |||||||||||||||||||||||
Net loss | (26,551,105 | ) | (26,551,105 | ) | ||||||||||||||||||||||||
Balance at December 31, 2021 | 0 | $ | 0 | 31,773,154 | $ | 31,773 | $ | 57,959,622 | $ | (32,820,130 | ) | $ | 25,171,265 |
Common Stock | ||||||||||||||||||||||||||||
per share | per share | Paid In Capital | Accumulated Deficit | Equity (Deficit) | ||||||||||||||||||||||||
Balance May 6, 2019 | - | $ | - | - | $ | - | $ | $ | - | $ | - | |||||||||||||||||
Issuance of MOR Class A Units | - | - | 7,292,113 | 7,292 | 992,708 | 1,000,000 | ||||||||||||||||||||||
- | - | 421,415 | 421 | 7,390 | 7,811 | |||||||||||||||||||||||
Net loss | (1,288,842 | ) | (1,288,842 | ) | ||||||||||||||||||||||||
Total Stockholders’ Equity at December 31, 2019 | - | $ | - | 7,713,528 | $ | 7,713 | $ | 1,000,098 | $ | (1,288,842 | ) | $ | (281,031 | ) | ||||||||||||||
Issuance MOR Series S Units | - | 5,316,284 | 5,316 | 3,310,384 | 3,315,700 | |||||||||||||||||||||||
Issuance of MOR Series S-1 Units | 6,178,137 | 6,178 | 12,993,822 | |||||||||||||||||||||||||
Issuance of MOR Series S in exchange for MOR Promissory notes | - | - | 295,501 | 296 | 184,004 | |||||||||||||||||||||||
Vested MOR Class B Profit Interest Units | - | 1,729,589 | 27,447 | |||||||||||||||||||||||||
Stock Based Compensation Expense | 882 | |||||||||||||||||||||||||||
Net loss | (4,980,183 | ) | (4,980,183 | ) | ||||||||||||||||||||||||
Total Stockholders’ Equity at December 31, 2020 | $ | - | 21,233,039 | $ | 21,233 | $ | 17,514,907 | $ | (6,269,025 | ) | $ | 11,267,115 |
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 | 0 | 3,315,700 | |||||||||||||||||||||
Issuance of MOR Series S-1 Units | 6,178,137 | 6,178 | 12,993,822 | 13,000,000 | ||||||||||||||||||||||||
Conversion of Promissory Notes for MOR Series S Units in March 2020 | — | — | 295,501 | 296 | 184,004 | 0 | 184,300 | |||||||||||||||||||||
Vested MOR Class B Profit Interest Units | — | — | 1,729,589 | 1,730 | 25,717 | 0 | 27,447 | |||||||||||||||||||||
Stock Based Compensation Expense | 882 | 882 | ||||||||||||||||||||||||||
Net loss | — | — | (4,980,183 | ) | (4,980,183 | ) | ||||||||||||||||||||||
Balance at December 31, 2020 | 0 | $ | 0 | 21,233,039 | $ | 21,233 | $ | 17,514,907 | $ | (6,269,025 | ) | $ | 11,267,115 |
Year Ended December 31, 2020 | May 6, 2019 Through December 31, 2019 | |||||||
Cash Flows From Operating Activities: | ||||||||
Net loss | $ | (4,980,183 | ) | $ | (1,288,842 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Non Cash Income and Expense: | ||||||||
Depreciation | 8,555 | 854 | ||||||
Stock based compensation | 28,329 | 7,811 | ||||||
Realized and unrealized gains on investments | (3,574 | ) | - | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (22,996 | ) | - | |||||
Contract assets | (196,701 | ) | - | |||||
Prepaid expenses | (95,614 | ) | (25,365 | ) | ||||
Accounts payable | 641,201 | 6,400 | ||||||
Accrued expenses | 211,365 | 266,770 | ||||||
Deferred revenue | 158,884 | - | ||||||
Net Cash Used in Operating Activities | (4,250,734 | ) | (1,032,372 | ) | ||||
Cash Flows From Investing Activities: | ||||||||
Purchases of marketable securities, net | (11,348,503 | ) | (149,767 | ) | ||||
Purchases of property and equipment | (51,494 | ) | (1,667 | ) | ||||
Net Cash Used in Investing Activities | (11,399,997 | ) | (151,434 | ) | ||||
Cash Flows From Financing Activities: | ||||||||
Proceeds from issuance of promissory notes | - | 184,300 | ||||||
Proceeds from Stockholders’ contributions | 16,315,700 | 1,000,000 | ||||||
Net Cash Provided by Financing Activities | 16,315,700 | 1,184,300 | ||||||
Net Increase in Cash and Cash Equivalents | 664,969 | 494 | ||||||
Cash and Cash Equivalents, Beginning of Period | 494 | - | ||||||
Cash and Cash Equivalents, End of Period | $ | 665,463 | $ | 494 | ||||
Supplemental Disclosure of Cash Flow Information | ||||||||
Interest Paid | $ | - | $ | - | ||||
Non-cash investing and financing activities: | ||||||||
Purchases of property and equipment | $ | - | $ | 2,606 | * | |||
Promissory notes converted to Series S preferred units | $ | 184,300 | $ | - |
For the Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (26,551,105 | ) | $ | (4,980,183 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 1,986,816 | 8,555 | ||||||
Amortization on right of use asset | 223,047 | 0 | ||||||
Amortization of debt issuance costs | 1,778 | 0 | ||||||
Accrued interest on Convertible Notes | 280,000 | 0 | ||||||
Realized and unrealized gain on marketable securities | (4,427 | ) | (3,574 | ) | ||||
Provision for doubtful accounts | 227,838 | 0 | ||||||
Stock-based compensation expense | 9,300,443 | 28,329 | ||||||
Change in fair value of warrant liability | (878,481 | ) | 0 | |||||
Issuance of warrants in connection with transaction expenses | 389,976 | 0 | ||||||
Change in operating assets and liabilities: | ||||||||
Accounts receivable | (1,663,929 | ) | (22,996 | ) | ||||
Contract assets | (840,062 | ) | (196,701 | ) | ||||
Prepaid expenses | (681,884 | ) | (95,614 | ) | ||||
Changes in lease liabilities during the year | (248,561 | ) | 0 | |||||
Deposits and other assets | (705,735 | ) | 0 | |||||
Accounts payable | (204,413 | ) | 641,201 | |||||
Accrued expenses | 1,614,705 | 211,365 | ||||||
Deferred revenues | 496,448 | 158,884 | ||||||
Net cash used in operating activities | (17,257,546 | ) | (4,250,734 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Additions to property and equipment | (1,443,042 | ) | (51,494 | ) | ||||
Purchase of marketable securities | (34,902,392 | ) | (11,348,503 | ) | ||||
Sale of marketable securities | 34,009,302 | 0 | ||||||
Cash acquired as part of business combination | 1,310,977 | 0 | ||||||
Net cash used in investing activities | (1,025,155 | ) | (11,399,997 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from Stockholders' contributions | 0 | 16,315,700 | ||||||
Proceeds from exercise of MOR Class B options | 292,830 | 0 | ||||||
Payments on notes payable and financing arrangements | (7,679 | ) | 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 | 36,281,043 | 16,315,700 | ||||||
Net change in cash | 17,998,342 | 664,969 | ||||||
Cash and cash equivalents, beginning of year | 665,463 | 494 | ||||||
Cash and cash equivalents, end of year | $ | 18,663,805 | $ | 665,463 | ||||
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 | ||||
Note 1 | BUSINESS ORGANIZATION AND NATURE OF OPERATIONS |
Note 2 | BASIS OF PRESENTATION |
Note 3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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 | 320,937 | ||||||||||||
Acquired balances recognized during period | 0 | (20,128 | ) | (20,128 | ) | (263,787 | ) | |||||||||
Beginning deferred revenue balance recognized during the period | 0 | 0 | 0 | (158,884 | ) | |||||||||||
Net change due to timing of billings, payments and recognition | 16,494 | 843,696 | 860,190 | 919,118 | ||||||||||||
Balance at December 31, 2021 | $ | 70,278 | $ | 986,613 | $ | 1,056,891 | $ | 976,268 |
December 31, 2021 | December 31, 2020 | |||||||
Estimated next twelve months | $ | 8,525,736 | $ | 460,208 | ||||
Thereafter | 11,424,934 | 622,916 | ||||||
Total | $ | 19,950,670 | $ | 1,083,124 |
December 31, 2021 | December 31, 2020 | |||||||
Healthcare Information | $ | 7,138,907 | $ | 544,871 | ||||
Software Subscriptions | 7,813,340 | 0 | ||||||
Services | 1,122,528 | 0 | ||||||
Other | 804,940 | 0 | ||||||
Total | $ | 16,879,715 | $ | 544,871 |
Contract assets | ||||
Balance at January 1, 2020 | $ | - | ||
Add: Revenue recognized from related contract assets | 366,667 | |||
Add: Contract acquisition costs capitalized | 53,784 | |||
(223,750 | ) | |||
Balance at December 31, 2020 | $ | 196,701 |
Contract Liabilities (Deferred Revenue) | ||||
Balance at January 1, 2020 | $ | - | ||
Add: Payments received in 2020 | 334,092 | |||
Less: Revenue recognized during the year | (175,208 | ) | ||
Balance at December 31, 2020 | $ | 158,884 |
Note 4 | BUSINESS COMBINATION |
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 | 5,269,000 | |||
Right of use assets | 1,082,684 | |||
Deposits and other assets | 58,950 | |||
Total assets acquired | $ | 14,706,815 | ||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | $ | 681,879 | ||
Accrued expenses | 1,972,663 | |||
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 | 812,045 | |||
Total liabilities assumed | $ | 5,351,403 | ||
Estimated fair value of net assets acquired: | $ | 9,355,412 | ||
Goodwill | $ | 9,099,372 |
For the Years Ended December 31, | ||||||||
Description | 2021 | 2020 | ||||||
Revenues | $ | 18,889,025 | $ | 12,323,000 | ||||
Net loss | $ | (28,980,168 | ) | $ | (50,001,000 | ) | ||
Net loss per share: | ||||||||
Basic and diluted-as pro forma (unaudited) | $ | (0.94 | ) | $ | (1.87 | ) |
Note 5 |
Note | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
Note | PROPERTY AND EQUIPMENT, NET |
As of December 31, | ||||||||||||||||
2020 | 2019 | December 31, 2021 | December 31, 2020 | |||||||||||||
Personal computing equipment | $ | 55,767 | $ | 4,273 | $ | 131,137 | $ | 55,767 | ||||||||
Less accumulated depreciations | (9,409 | ) | (854 | ) | ||||||||||||
Furniture and equipment | 119,381 | 0 | ||||||||||||||
Software development costs | 1,338,044 | 0 | ||||||||||||||
Vehicles | 25,876 | 0 | ||||||||||||||
Total | 1,614,438 | 55,767 | ||||||||||||||
Less: Accumulated depreciation and amortization | (82,479 | ) | (9,409 | ) | ||||||||||||
Property and equipment, net | $ | 46,358 | $ | 3,419 | $ | 1,531,959 | $ | 46,358 |
Note |
Estimated Useful Life (Years) | Gross Carrying Amount at March 2, 2021 | Accumulated Amortization | Net Book Value at December 31, 2021 | |||||||||||||
Customer Relationships | 5 | $ | 5,269,000 | $ | (872,501 | ) | $ | 4,396,499 | ||||||||
Software Technology | 2 | 1,170,000 | (484,355 | ) | 685,645 | |||||||||||
Software Technology | 7 | 4,109,000 | (486,011 | ) | 3,622,989 | |||||||||||
Tradenames and Trademarks | 8 | 386,000 | (39,949 | ) | 346,051 | |||||||||||
$ | 10,934,000 | $ | (1,882,816 | ) | $ | 9,051,184 |
Years Ending December 31, | Future amortization expense | |||
2022 | $ | 2,274,050 | ||
2023 | 1,789,695 | |||
2024 | 1,689,050 | |||
2025 | 1,689,050 | |||
2026 | 816,549 | |||
Thereafter | 792,790 | |||
Total | $ | 9,051,184 |
Note 9 | ACCRUED EXPENSES |
As of December 31, | ||||||||
2020 | 2019 | |||||||
Employee compensation | $ | 346,720 | $ | 39,177 | ||||
Engineering & technology | 8,825 | 227,593 | ||||||
Transaction-related | 125,196 | - | ||||||
Other | - | 2,606 | ||||||
$ | 480,741 | $ | 269,376 |
December 31, 2021 | December 31, 2020 | |||||||
Accrued bonuses and other employee compensation | $ | 2,046,584 | $ | 346,720 | ||||
Accrued expenses | 2,021,525 | 8,825 | ||||||
Transaction-related | 0 | 125,196 | ||||||
Total | $ | 4,068,109 | $ | 480,741 |
Note 10 | WARRANT LIABILITY |
As of December 31, 2021 | ||||
Fair value of company's common stock | $ | 9.02 | ||
Dividend yield | 0 | % | ||
Expected volatility | 118% - 149 | % | ||
Risk Free interest rate | 0.06% - 0.97 | % | ||
Expected life (years) | 1.82 | |||
Exercise price | $ | 8.00 - $28.00 | ||
Fair value of financial instruments - warrants | $ | 369,234 |
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 | (878,481 | ) | ||
Balance at December 31, 2021 | $ | 369,234 |
Note 11 | CONVERTIBLE NOTES |
December 31, 2021 | December 31, 2020 | |||||||
Principal outstanding | $ | 24,000,000 | $ | 0 | ||||
Add: accrued interest | 280,000 | 0 | ||||||
Less: unamortized debt issuance costs | (19,552 | ) | 0 | |||||
Convertible note payable, net of debt issuance costs | $ | 24,260,448 | $ | 0 |
Note 12 |
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 | 454,000 | 11.71 | ||||||
Vested | 907,545 | 0.03 | ||||||
Canceled | (100,000 | ) | 12.18 | |||||
Unvested at December 31, 2021 | 1,146,131 | $ | 3.28 |
Number of Restricted Shares | Weighted Average Grant Date Fair Value Per Share | |||||||
$ | - | $ | - | |||||
| 0.62 | |||||||
Vested | 421,415 | 0.62 | ||||||
- | ||||||||
0.62 | ||||||||
1.21 | ||||||||
- | - | |||||||
$ | $ | 1.28 |
December 31, | ||||
2021 | ||||
Exercise Price | $ | 2.00 to $51.80 | ||
Fair value of Company common stock | $ | 7.85 to $22.90 | ||
Dividend yield | 0% | |||
Expected volatility | 117% to 188% | |||
Risk Free interest rate | 0.27% to 1.59% | |||
Expected life (years) remaining | 0.84 to 10.00 |
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 | 3.24 | ||||||||
Granted | 3,893,714 | $ | 12.73 | 9.31 | ||||||||
Exercised | (29,937 | ) | $ | 6.03 | 1.02 | |||||||
Forfeited and expired | (271,893 | ) | $ | 7.31 | 6.65 | |||||||
Outstanding at December 31, 2021 | 4,046,973 | $ | 14.25 | 8.75 | ||||||||
Vested options at December 31, 2021 | 526,352 | $ | 15.13 | 3.24 |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Services | $ | 36,013 | $ | 0 | ||||
Research and development | 136,936 | 13,956 | ||||||
Sales and marketing | 451,846 | 4,884 | ||||||
General and administrative | 8,675,648 | 9,489 | ||||||
Total | $ | 9,300,443 | $ | 28,329 |
Note |
Note | NET LOSS PER SHARE |
ended December 31, 2020 | period from inception (May 6, 2019) through December 31, 2019 | |||||||
Net loss | $ | (4,980,183 | ) | $ | (1,288,842 | ) | ||
Weighted average common shares outstanding, basic and diluted | 13,189,623 | $ | 4,739,471 | |||||
Net loss per share, basic and diluted | $ | (0.38 | ) | $ | (0.27 | ) |
For the Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
Net loss attributable to common shareholders | $ | (26,551,105 | ) | $ | (4,980,183 | ) | ||
Net loss per share attributable to common shareholders: | ||||||||
Basic | $ | (0.90 | ) | $ | (0.38 | ) | ||
Diluted | $ | (0.90 | ) | $ | (0.38 | ) | ||
Weighted average common shares outstanding: | ||||||||
Basic | 29,527,608 | 13,189,623 | ||||||
Diluted | 29,527,608 | 13,189,623 |
ended 2020 | from inception (May 6, 2019) through December 31, 2019 | |||||||
Unvested Restricted Stock | 1,699,676 | 1,237,396 |
For the Years Ended December 31, | ||||||||
Potentially dilutive securities: | 2021 | 2020 | ||||||
Warrants | 124,087 | 0 | ||||||
Stock options | 4,046,973 | 0 | ||||||
Convertible notes | 2,427,379 | 0 | ||||||
Unvested Restricted Stock Awards and Units | 1,146,131 | 1,699,676 | ||||||
Total | 7,744,570 | 1,699,676 |
Note | RELATED PARTY TRANSACTIONS |
Note 16 | SEGMENT RESULTS |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Information and Software | ||||||||
Revenue | $ | 14,952,247 | $ | 544,871 | ||||
Costs and expenses | 26,412,188 | 3,893,910 | ||||||
Loss from operations | (11,459,941 | ) | (3,349,039 | ) | ||||
Total other income/(expense) | 0 | 0 | ||||||
Net loss before income taxes | $ | (11,459,941 | ) | $ | (3,349,039 | ) | ||
Services | ||||||||
Revenue | $ | 1,122,528 | $ | 0 | ||||
Costs and expenses | 1,182,834 | 0 | ||||||
Loss from operations | (60,306 | ) | 0 | |||||
Total other income/(expense) | 0 | 0 | ||||||
Net loss before income taxes | $ | (60,306 | ) | $ | 0 | |||
Other | ||||||||
Revenue | $ | 804,940 | $ | 0 | ||||
Costs and expenses | 1,079,144 | 0 | ||||||
Loss from operations | (274,204 | ) | 0 | |||||
Total other income/(expense) | (787 | ) | 0 | |||||
Net loss before income taxes | $ | (274,991 | ) | $ | 0 | |||
Centrally Managed Costs | ||||||||
Revenue | $ | 0 | $ | 0 | ||||
Costs and expenses | 15,822,306 | 1,641,387 | ||||||
Loss from operations | (15,822,306 | ) | (1,641,387 | ) | ||||
Total other income/(expense) | 1,088,950 | (5,601 | ) | |||||
Net loss before income taxes | (14,733,356 | ) | (1,646,988 | ) | ||||
Income tax expense | (22,511 | ) | 0 | |||||
Net loss | $ | (14,755,867 | ) | $ | (1,646,988 | ) | ||
Totals | ||||||||
Revenue | $ | 16,879,715 | $ | 544,871 | ||||
Costs and expenses | 44,496,472 | 5,528,628 | ||||||
Loss from operations | (27,616,757 | ) | (4,983,757 | ) | ||||
Total other income/(expense) | 1,088,163 | 3,574 | ||||||
Net loss before income taxes | (26,528,594 | ) | (4,980,183 | ) | ||||
Income tax expense | (22,511 | ) | 0 | |||||
Net loss | $ | (26,551,105 | ) | $ | (4,980,183 | ) |
Note 17 | INCOME TAXES |
2021 | ||||
United States | $ | (26,398,610 | ) | |
Foreign | (129,984 | ) | ||
Total loss before provision for income taxes | $ | (26,528,594 | ) |
2021 | ||||
Current: | ||||
Federal | 0 | |||
State | 22,511 | |||
Foreign | 0 | |||
$ | 22,511 | |||
Deferred: | 0 | |||
Federal | 0 | |||
State | 0 | |||
Foreign | 0 | |||
0 | ||||
Total | $ | 22,511 |
2021 | ||||
Income tax expense (benefit) at federal statutory rate | 21.0% | |||
Loss from MOR LLC Period | (1.52)% | |||
Stock based compensation | 2.01% | |||
State taxes | 6.10% | |||
Rate change | 0.63% | |||
Other differences | (0.16)% | |||
Valuation allowance | (28.14)% | |||
Income tax expense | (0.08)% |
2021 | ||||
Deferred tax assets | ||||
Allowance for doubtful accounts | $ | 94,027 | ||
Other accruals | 499,739 | |||
Deferred Revenue | 81,423 | |||
Stock Compensation | 2,492,471 | |||
Lease liability | 231,335 | |||
Net operating loss carry forwards | 10,815,077 | |||
Net deferred income tax assets | 14,214,072 | |||
Valuation allowance | 11,209,305 | |||
Total net deferred income tax assets | $ | 3,004,767 | ||
Unrealized Foreign Exchange Gain/Loss | $ | 1,538 | ||
Prepaid Expenses | 19,517 | |||
Property, plant and equipment | 631,150 | |||
Goodwill and intangible assets | 2,352,562 | |||
Net deferred income tax liability | $ | 3,004,767 |
Note | COMMITMENTS AND CONTINGENCIES |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Cash used in operating leases | $ | 280,978 | $ | 0 | ||||
ROU assets obtained in exchange for lease obligations | $ | 223,047 | $ | 0 |
As of December 31, 2021 | As of December 31, 2020 | |||||||
Right of use assets, net | $ | 859,637 | $ | 0 | ||||
Short-term operating lease liabilities | $ | 247,325 | $ | 0 | ||||
Long-term operating lease liabilities | 611,523 | 0 | ||||||
Total lease liabilities | $ | 858,848 | $ | 0 | ||||
Weighted average remaining lease term (in years) | 3.32 | — | ||||||
Weighted average discount rate | 8.5% | 0.0% |
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
Operating lease expense | $ | 255,464 | $ | 0 | ||||
Short-term lease expense | $ | 113,398 | $ | 16,106 | ||||
Total operating lease costs | $ | 368,862 | $ | 16,106 |
As of December 31, 2021 | ||||
2022 | $ | 308,470 | ||
2023 | 286,670 | |||
2024 | 291,161 | |||
2025 | 85,726 | |||
2026 | 14,288 | |||
Thereafter | 0 | |||
Total future minimum lease payments | $ | 986,315 | ||
Less imputed interest | (127,467 | ) | ||
Total | $ | 858,848 |
Year ending December 31, 2021 | $ | 533,488 | ||
Year ending December 31, 2022 | 272,187 | |||
$ | 805,675 |
As of December 31, 2021 | ||||
Year ending December 31, 2022 | $ | 853,844 | ||
Year ending December 31, 2023 | 1,741,439 | |||
Year ending December 31, 2024 | 1,887,595 | |||
Year ending December 31, 2025 | 1,600,000 | |||
Year ending December 31, 2026 | 400,000 | |||
Thereafter | 0 | |||
$ | 6,482,878 |
Note |
SUBSEQUENT EVENTS |
1) | We lacked segregation of duties over the cash, accounts payable, payroll, and financial reporting transaction classes. |
2) | We lacked evidence of formalization surrounding internal controls and the financial close processes. |
3) | We did not have properly designed general information technology controls surrounding logical access, change management, and vendor application management. |
Item 9B. | Other Information |
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10. | Directors, Executive Officers and Corporate Governance |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||
Max Wygod Executive Chairman and Co-Founder | 2020 | 46,875 | — | 8,864 | — | 55,739 | ||||||||||||||||
2019 | — | — | — | — | — | |||||||||||||||||
Adam Dublin Chief Strategy Officer and Co-Founder | 2020 | 80,199 | — | 8,864 | 33,500 | 122,563 | ||||||||||||||||
2019 | 12,500 | — | — | — | 12,500 | |||||||||||||||||
Dan Barton Chief Executive Officer | 2020 | 309,577 | 87,500 | 5,145 | — | 314,722 | ||||||||||||||||
2019 | 41,667 | 20,625 | 5,661 | — | 67,953 |
Executive Compensation |
Forian Stock Awards | ||||||||||||||||
Name | Number of shares that have not vested (#) | Market value of shares that have not vested ($) | Equity incentive plan awards: Number of shares that have not vested (#) | Equity incentive plan awards: Market value of shares that have not vested ($) | ||||||||||||
Max Wygod | — | — | 257,059 | (1) | 6,032 | |||||||||||
Adam Dublin | — | — | 257,059 | (2) | 6,032 | |||||||||||
Dan Barton | — | — | 299,893 | (3) | 6,482 |
Item 12. |
Name of Beneficial Owner | Number of Shares of Common Stock | Percentage Of Class | ||||||
Mark J. Adler, M.D. | 23,757 | * | ||||||
Ian G. Banwell(1) | 99,784 | * | ||||||
Daniel Barton (2) | 747,080 | 2.4 | % | |||||
Adam Dublin (3) | 2,321,027 | 7.4 | % | |||||
Clifford Farren (4) | 148,256 | * | ||||||
Jennifer Hajj | — | |||||||
Shahir Kassam-Adams | 118,840 | * | ||||||
Scott Ogur(5) | 465,000 | 1.5 | % | |||||
Edward Spaniel, Jr.(6) | 2,396,005 | 7.6 | % | |||||
Stanley S. Trotman, Jr. | 59,844 | * | ||||||
Alyssa Varadhan | — | |||||||
Kristiina Vuori | 23,757 | * | ||||||
Martin J. Wygod | 1,917,926 | 6.1 | % | |||||
Max C. Wygod(7) | 1,031,392 | 3.3 | % | |||||
Directors and Officers as a group (14 individuals) | 9,352,668 | 29.8 | % | |||||
Beneficial Owners of more than 5% of our common stock: | ||||||||
Phyllis Dublin(8) | 1,822,699 | 5.8 | % | |||||
Anthony Vuolo(9) | 4,015,795 | 12.8 | % |
2020 | 2019 | |||||||
Audit Fees | 134,621 | - | ||||||
Audit Related Fees | - | - | ||||||
Tax Fees | - | - | ||||||
All Other Fees | - | - | ||||||
Total | 134,621 | - |
Item 14. | Principal Accountant Fees and Services |
(a) | The following documents are filed or furnished as part of this Form 10-K: |
1. | Financial Statements |
2. | Financial Statement Schedules |
3. | Exhibits |
Exhibit Number | Description | |
Agreement and Plan of Merger, dated as of October 16, 2020, by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC (incorporated by reference to Appendix A 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). | ||
Amendment to Agreement and Plan of Merger dated December 30, 2020, by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC (incorporated by reference to Exhibit 2.2 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). | ||
Equity Interest Contribution Agreement (incorporated by reference to Exhibit 2.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2021). | ||
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). | ||
Description of Registrant’s Securities. | ||
Forian Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 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). | ||
License Agreement, dated June 30, 2019 (portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) (incorporated by reference to Exhibit 10.2 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). | ||
Offer Letter, dated March 25, 2020, by and between MOR and Max Wygod. | ||
Offer Letter, dated March 25, 2020, by and between MOR and Adam Dublin. | ||
Employment Agreement, dated August 1, 2019, by and between MOR and Daniel Barton. | ||
Employment Agreement, dated March 1, 2021, by and between the Registrant and Edward Spaniel, Jr. | ||
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2021). | ||
Helix TCS, Inc. 2017 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Form S-8 filed with the SEC on March 5, 2021). | ||
Bio-Tech Medical Software, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 of Helix’s Form 8-K filed with the SEC on June 5, 2018). | ||
Form of Securities Purchase Agreement, dated April 12, 2021, entered into between the Company and | ||
Employment Agreement, dated as of September 2, 2021, by and between the Company and Michael Vesey (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on | ||
Form of Note Purchase Agreement, dated September 1, 2021, by and between the Company and the Investors (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC November 15, 2021, 2021). | ||
List of Subsidiaries | ||
Consent of Marcum LLP | ||
Certification of Chief Executive Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e) * | ||
Certification of Chief Financial Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e) * | ||
Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350 * | ||
Inline 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 ). | ||
Inline XBRL Taxonomy Extension Schema Document. | ||
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase. | |
Cover Page Interactive Data File (formatted as inline XBRL | ||
* | Filed with this Annual Report on Form10‑K. |
+ | Indicates management contract or compensatory plan. |
FORIAN INC. | ||
By: | /s/ Daniel Barton | |
Daniel Barton | ||
Chief Executive Officer |
Signature | Title | |
Chief Executive Officer and Director | ||
Daniel Barton | (Principal Executive Officer) | |
Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) | ||
Executive Chairman | ||
Max Wygod | ||
Director | ||
Mark J. Adler, M.D. | ||
Director | ||
Ian G. Banwell | ||
Director and Chief Strategy Officer | ||
Adam Dublin | ||
Director | ||
Jennifer Hajj | ||
Director | ||
Shahir Kassam-Adams | ||
Director | ||
Stanley S. Trotman, Jr. | ||
Director | ||
Alyssa F. Varadhan | ||
Director | ||
Kristiina Vuori, M.D., Ph.D. | ||
Director | ||
Martin Wygod |