On October 16, 2020, Helix Technologies, Inc., or “Helix,” Forian Inc., or “Forian,” and Medical Outcomes Research Analytics, LLC, or “MOR” entered into an Agreement and Plan of Merger (which, as it may be amended, supplemented, or modified from time to time, we refer to as the “merger agreement”) providing for the merger of a subsidiary of Forian with and into Helix (which we refer to as the “Helix merger”), with Helix, following the merger, to be the surviving corporation and a wholly-owned subsidiary of Forian. Immediately prior to the consummation of the Helix merger, Forian and MOR will engage in a reorganization, pursuant to which the holders of the equity interests of MOR will exchange their MOR ownership interests for Forian common stock. This reorganization will result in MOR also becoming a wholly owned subsidiary of Forian.

The Helix merger agreement provides for all of the outstanding shares of Helix preferred stock as well as certain outstanding convertible notes of Helix to be converted into Helix common stock. Afterward, at the effective time of the Helix merger, each outstanding share of Helix common stock (including those resulting from the preferred stock and the notes but excluding dissenting shares and certain excluded shares as described in the enclosed proxy statement/prospectus) will be converted into the right to receive 0.02731 shares of Forian common stock (which we refer to as the “Helix merger consideration”). Upon completion of the merger, former Helix stockholders are expected to own approximately 28% of the Forian’s outstanding common stock. The number of shares of Forian common stock that Helix stockholders will receive in the merger for each share of Helix common stock is fixed. Although it is expected that Forian’s common stock will be traded on the Nasdaq Capital Market following the Helix merger, it currently is not traded and there has been no public market for its common stock. The implied value of the consideration Helix stockholders will receive in the merger will depend upon a number of factors that will not be known at the time you vote on the merger.

Helix will hold a special meeting of its stockholders in connection with the Helix merger. At this special meeting, Helix stockholders will be asked to vote to approve the Helix merger agreement and certain other matters, as described in the enclosed proxy statement/prospectus.

The special meeting of Helix stockholders will be held virtually on the Internet [•], 2020 at [•] local time.

Your vote is important. We cannot complete the Helix merger unless Helix’s stockholders approve the Helix merger agreement. The affirmative vote of holders of a majority of the outstanding shares of Helix common stock entitled to vote on the Helix merger agreement is required for the approval of the Helix merger agreement by Helix’s stockholders. Regardless of whether you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in the enclosed proxy statements/prospectus.

The Helix board of directors unanimously recommends that Helix stockholders vote “FOR” the approval of the Helix merger agreement and “FOR” the other matters to be considered at the Helix special meeting.

The accompanying proxy statement/prospectus describes the special meeting, the Helix merger, the documents related to the Helix merger, and other related matters. Please carefully read the entire proxy statement/prospectus, including the section titled “Risk Factors,” for a discussion of the risks relating to the proposed Helix merger. You also can obtain information about the proposed Helix merger, and Forian from documents that Forian has filed with the U.S. Securities and Exchange Commission.

If you have any questions regarding the Helix merger, please contact Scott Ogur, Helix’s Chief Financial Officer, by mail at 5300 DTC Parkway, Suite 300, Greenwood Village, CO 80111 or by telephone at (720) 328-5372.

We are excited about the opportunities afforded by the Helix merger and look forward to seeing you at the special meeting.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Helix merger or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2020 and is first being mailed to the stockholders of Helix on or about [•], 2020.

A Special Meeting of Stockholders (the “special meeting”) of Helix Technologies, Inc., a Delaware corporation (“Helix”), will be held exclusively online via the Internet on [•], [•], 2020, at 10:00 a.m. Eastern time to consider and vote upon the following matters:

The special meeting will be presented exclusively online at www.virtualshareholdermeeting.com/HLIX2020SM. You will be able to attend the special meeting online, vote your shares electronically and submit your questions to management during the special meeting by visiting www.virtualshareholdermeeting.com/HLIX2020SM.

Your vote is important. Whether or not you plan to attend the virtual special meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the special meeting. Instructions for voting are described in the accompanying prospectus/proxy statement and on the proxy card.

The Board of Directors has fixed the close of business on [•], 2020, as the record date for determining stockholders entitled to notice of, and to vote at, the special meeting.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-•) filed with the SEC by Forian constitutes a prospectus of Forian under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of Forian common stock to be issued to (i) Helix stockholders pursuant to the Agreement and Plan of Merger, dated October 16, 2020, as it may be further amended from time to time, which we refer to as the merger agreement, and (ii) members of MOR pursuant to the Equity Interest Contribution Agreement to be entered into prior to the closing of the merger, which we refer to as the contribution agreement. This proxy statement/prospectus also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also contains a notice of special meeting of Helix stockholders, which we refer to as the Helix special meeting.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [•], 2020. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to Helix stockholders, nor the issuance by Forian of common stock in connection with the merger, will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Helix has been provided by Helix and information contained in this proxy statement/prospectus regarding MOR has been provided by MOR. See “Where You Can Find More Information” on page 181.

Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/prospectus to:

statements made in or suggested by the forward-looking statements contained in this proxy statement/prospectus. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Except as required by applicable law, neither Helix nor Forian undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. In the event that a party does update any forward-looking statement, no inference should be made that the parties will make additional updates with respect to that statement, related matters or any other forward-looking statements.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Helix has filed with the SEC as described under “Where You Can Find More Information” on page 181.

We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

The following are some questions that stockholders of Helix Technologies, Inc., which we refer to as Helix, may have regarding the merger and the other matters being considered at the special meeting as well as the answers to those questions. Helix (which we also refer to as “we”) recommends that you read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meeting. Additional important information is also contained in the appendices to this proxy statement/prospectus. See “Where You Can Find More Information” on page 181.

MOR or Helix may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the business combination. MOR or Helix currently expect to evaluate the materiality of any waiver and its effect on MOR members or Helix stockholders, as applicable, in light of the facts and circumstances at the time.

The completion of the business combination is subject to the satisfaction or waiver of a number of conditions. Those conditions include: (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of all outstanding shares of Helix common stock entitled to vote thereon; (ii) obtaining of required governmental approvals and the absence of certain governmental restraints or prohibitions preventing completion of the Helix merger; (iv) the effectiveness of the registration statement and the absence of any stop order or proceedings by the SEC; (v) the approval of the shares of Forian common stock to be issued to MOR members and Helix stockholders for listing on Nasdaq; (vi) the truth and correctness of the representations and warranties made by both parties (generally subject to certain “materiality” and “material adverse effect” qualifiers) in the merger agreement; (vii) the performance of or compliance with, by MOR and Helix, their respective obligations, covenants and agreements under the merger agreement in all material respects; and (viii) the completion of the MOR contribution and this offering.

These conditions to the closing may not be fulfilled and, accordingly, the business combination may not be completed. In addition, if the Helix merger is not completed by a “drop-dead date” as set forth in the merger agreement, either MOR or Helix may choose not to proceed with the Helix merger, and the parties can mutually decide to terminate the merger agreement at any time prior to the consummation of the Helix merger. In addition, MOR or Helix may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated, MOR and Helix may incur substantial fees in connection with termination of the merger agreement and will not recognize the anticipated benefits of the merger.

If the merger agreement is terminated in accordance with its terms and the merger is not consummated, the ongoing businesses of MOR and Helix may be adversely affected by a variety of factors. MOR’s and Helix’s respective businesses may have been or be adversely impacted by the failure to pursue other beneficial opportunities during the pendency of the business combination, by the failure to obtain the anticipated benefits of completing the business combination, by payment of certain costs relating to the business combination, and by the focus of their respective managements on the business combination for an extended period of time rather than on business opportunities or other issues. The market price of Helix common stock might decline as a result of any such failures to the extent that the current market prices reflect a market assumption that the merger will be completed.

In addition, if the merger agreement is terminated under certain circumstances, MOR may be required to pay a termination fee to Helix or Helix may be required to pay a termination fee to MOR, in each case depending on the circumstances surrounding the termination. MOR or Helix may also be negatively impacted if the merger agreement is terminated and their respective boards seek but are unable to find another business combination or strategic transaction offering equivalent or more attractive consideration than the consideration to be provided in the merger, or if the respective companies become subject to litigation related to entering into or failing to consummate the merger, including direct actions by MOR members or Helix stockholders, as applicable, against the directors and/or officers of MOR or Helix for breaches of fiduciary duty, or derivative actions brought by MOR or Helix stockholders in the name of the respective companies.

Uncertainty about the completion or effect of the transactions may affect the relationship between MOR and Helix and their respective suppliers, customers, distributors, licensors and licensees and may have an adverse effect on MOR and/or Helix, and consequently on the combined company. These uncertainties may cause suppliers, customers, distributors, licensors and others that deal with the parties to seek to change existing

business relationships with MOR or Helix, as applicable, and to delay or defer decisions concerning MOR or Helix. Changes to existing business relationships, including termination or modification, could negatively affect each of MOR’s and Helix’s revenues, earnings and cash flow, as well as the market price of their respective common stock.

The merger agreement restricts each of MOR and Helix, without the consent of the other party, from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures, paying dividends in excess of certain thresholds, repurchasing or issuing securities outside of existing convertible securities, share repurchase and equity award programs, and taking other specified actions until the earlier of the completion of the business combination or the termination of the merger agreement. These restrictions may prevent MOR and/or Helix from pursuing attractive business opportunities that may arise prior to the completion of the business combination and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the merger could be exacerbated by any delays in consummation of the merger or the termination of the merger agreement.

Each of MOR and Helix has contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture partners, and other business partners which may require MOR or Helix, as applicable, to obtain consent from these other parties in connection with the business combination. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which MOR and/or Helix currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both of the parties in anticipation of the business combination, or with the combined company following the contribution and the merger. The pursuit of such rights may result in MOR, Helix or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the transactions. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the transactions or the termination of the contribution agreement or the merger agreement.

MOR and Helix have incurred and expect to incur a number of non-recurring costs associated with the transactions. These costs and expenses include financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, severance/employee benefit-related expenses, public company filing fees and other regulatory expenses, printing expenses and other related charges. Some of these costs are payable by MOR and Helix regardless of whether the transactions are completed.

The combined company will also incur transaction expenses and debt restructuring costs in connection with the merger, which we refer to as transaction costs. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the transactions and the integration of the two companies’ businesses. Although MOR and Helix expect that the elimination of duplicative costs, strategic benefits, additional income as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these transaction costs will be borne by MOR or Helix even if the transactions are not completed. The combined company will also incur restructuring and integration costs in connection with the transactions. The costs related to restructuring and integration will be expensed as a cost of the ongoing results of operations of either MOR, Helix or the combined company. While both MOR and Helix have assumed that certain expenses would be incurred in connection with the transactions, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

Certain of the directors and executive officers of each of MOR and Helix negotiated the terms of the merger agreement, the Helix board recommended that Helix stockholders vote in favor of the Helix merger proposal and the Helix merger-related compensation proposal. These directors and executive officers may have interests in the

Helix merger that are different from, or in addition to, or in conflict with, those of Helix stockholders, generally. These interests include the continued employment of certain executive officers of Helix by the combined company, the continued positions of a number of directors of MOR and Helix as directors of Forian, the treatment in the Helix merger of stock options and restricted stock units held by Helix directors and executive officers, the effect of the Helix merger on any employment, severance or change in control arrangements entered into with Helix directors and executive officers, and the indemnification of former Helix directors and officers by Forian.

Helix stockholders should be aware of these interests when they consider recommendations of the Helix board that they vote in favor of the Helix merger proposal and Helix merger-related compensation proposal, as applicable. The Helix board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the Helix stockholders and recommended that the Helix stockholders adopt the merger agreement.

Upon the closing of the merger, the directors and officers of Forian, as a group will beneficially own approximately 34% of the outstanding voting stock of Forian. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of Forian organizational documents or approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for Forian common stock that you may feel are in your best interest as one of Forian’s stockholders. The interests of this group of stockholders may not always coincide with your interests or the interests of other stockholders and they may act in a manner that advances their best interests and not necessarily those of other stockholders, including seeking a premium value for their common stock, and might affect the prevailing market price for our common stock.

MOR members and Helix stockholders currently have the right to vote in the election of the MOR board and the Helix board, respectively, and on other matters affecting the respective companies. Upon the completion of the transactions, each MOR stockholder and each Helix stockholder who receives shares of Forian common stock in the transactions will become a stockholder of Forian with a percentage ownership of, and voting interest in, Forian that is smaller than such stockholder’s percentage ownership of, and voting interest in, MOR or Helix, as applicable, immediately prior to the transactions. Immediately following the completion of the transactions, the former MOR members, as a group, will own 72% of Forian and the former Helix stockholders, as a group, will own 28% of Forian. In particular, Helix stockholders, as a group, will have less than a majority of the ownership and voting power of Forian and, therefore, will be able to exercise less collective influence over the management and policies of Forian than they currently exercise over the management and policies of MOR. Accordingly, MOR members and Helix stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of MOR or Helix, as applicable.

Upon completion of the transactions, MOR members and Helix stockholders will no longer be members or stockholders of MOR and/or Helix, as applicable, but will instead be stockholders of Forian. The rights of former MOR members and Helix stockholders who become Forian stockholders will be governed by the Forian charter and the Forian bylaws, each of which will be adopted, prior to the effective time. The rights associated with shares of Forian common stock are different from the rights associated with shares of MOR membership interests or Helix common stock.

The amounts of dividends, if any, that are declared or paid to Forian stockholders cannot yet be determined and depends on a number of factors. The Forian board will have sole discretion to determine whether any

dividends will be declared, when dividends, if any, are declared, and the amounts of such dividends. We expect that such determination would be based on a number of considerations, including Forian’s results of operations and capital management plans and the market price of Forian common stock, the combined company’s access to capital markets, as well as industry practice and other factors deemed relevant by the Forian board. In addition, Forian’s ability to pay dividends and the amounts of any dividends ultimately paid in respect of the Forian common stock will, in each case, be subject to Forian receiving funds, directly or indirectly, from its operating subsidiaries, including MOR and Helix. Further, the ability of MOR and Helix to make distributions to Forian will depend on satisfying Delaware law with respect to such distributions, and the ability of MOR and Helix to receive distributions from their own respective subsidiaries will continue to depend on the laws of the jurisdictions in which such subsidiaries are organized. There can be no guarantee that Forian stockholders will receive or be entitled to dividends commensurate with the historical dividends of MOR or Helix.

The market price of the combined company’s common stock may be volatile, and following completion of the merger stockholders may not be able to resell their Forian common stock at or above the price at which they are deemed to have acquired the Forian common stock pursuant to the merger agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.

Specific factors that may have a significant effect on the market price for the combined company’s common stock include, among others, the following:

The business and results of operations for each of MOR, Helix and the combined company could be adversely affected by health epidemics, including the recent coronavirus pandemic. In December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in Wuhan, China. Since then, coronavirus has spread to many countries worldwide, including the United States.

In March 2020, the World Health Organization declared the coronavirus to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the businesses of MOR, Helix and the combined company, and there is no guarantee that efforts by MOR, Helix and Forian to address the adverse impacts of the coronavirus will be effective. The impact to date has included periods of significant volatility in various markets and industries. This volatility could have an adverse impact on MOR’s and Helix’s customers and on the companies’ business, financial condition and results of operations. In particular, automotive and consumer electronics industries, as well as other industries that include

customers of MOR and Helix, have and may continue to be impacted by the coronavirus outbreak and/or other events beyond the control of MOR, Helix or the combined company, and further volatility could have an additional negative impact on these industries, customers, MOR, Helix, and the combined company.

In addition, recent actions by United States federal, state and foreign governments to address the coronavirus outbreak, including intermittent and non-uniform (from city to city and state to state) travel bans and school, business and entertainment venue closures, may also have a significant adverse effect on the markets in which MOR and Helix conduct their businesses. The extent of impacts resulting from the coronavirus outbreak and other events beyond the control of MOR, Helix and the combined company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus outbreak and actions taken to contain the coronavirus or its impact, among others.

In addition, the coronavirus outbreak could result in business disruption to MOR or Helix, and if either company is unable to recover from such a business disruption on a timely basis, the merger and the combined company’s business and financial conditions and results of operations following the completion of the merger would be adversely affected. The merger and efforts to integrate the businesses of MOR and Helix, and any contemplated business separation transaction, may also be delayed and adversely affected by the coronavirus outbreak, and become more costly. Each of MOR, Helix and the combined company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect their financial condition and results of operations.

There can be no assurance that the global coronavirus pandemic will not have a material and adverse impact on the business, operating results and financial condition of MOR and Helix and, in the future, the combined company. Even after the coronavirus outbreak has subsided, MOR and Helix and, in the future, the combined company may continue to experience material and adverse impact on their business, operating results and financial condition as a result of its global economic impact, including any recession that has occurred or may occur in the future. The ultimate impact of the coronavirus pandemic or a similar health epidemic is highly uncertain and subject to change. MOR and Helix do not yet know the full extent of potential delays or impacts on our applicable business, operations or the global economy as a whole.

MOR and Helix have entered into their respective agreements because each believes that the transactions will be beneficial to its respective company and stockholders, as applicable, and that combining the businesses of MOR and Helix will produce benefits and cost savings. MOR and Helix have historically operated as independent companies and will continue to do so until the completion of the transactions. Following the completion of the transactions, Forian’s management will need to integrate MOR’s and Helix’s respective business. The combination of two independent businesses is a complex, costly and time-consuming process and the management of the combined company may face significant challenges in implementing such integration, many of which may be beyond the control of management, including, without limitation:

Some of these factors will be outside of the control of MOR and Helix and any one of them could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue which could materially impact our business, financial conditions and results of operations. The integration process and other disruptions resulting from the transactions may also adversely affect the combined company’s relationships with employees, suppliers, customers, distributors, licensors and others with whom MOR and Helix have business or other dealings, and difficulties in integrating the businesses or regulatory functions of MOR and Helix could harm the reputation of the combined company.

Forian has been recently incorporated in connection with the proposed transactions and has no operating history or revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial information for Forian, which we refer to as the pro forma financial statements, that combine the audited historical consolidated financial statements of MOR from inception (May 6, 2020) to December 31, 2019, with the audited historical consolidated financial statements of Helix for the year ended December 31, 2019, in each case, adjusted to give effect to the transactions, and should be read in conjunction with such financial statements and accompanying notes. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019, combines the MOR and Helix audited consolidated statements of operations for the fiscal year ended December 31, 2019, giving effect to the transactions as if they had been consummated on January 1, 2019. The unaudited pro forma condensed combined balance sheet of Forian as of September 30, 2020, combines the unaudited historical balance sheets of MOR and Helix as of September 30, 2020, and gives pro forma effect to the transactions as if they had been consummated on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020, combines the MOR and Helix unaudited consolidated statements of operations for the nine months ended September 30, 2020, giving effect to the transactions as if they had been consummated on January 1, 2019.

The pro forma financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. The pro forma condensed combined financial information reflects adjustments that were developed using preliminary estimates based on available information and various assumptions, and may be revised as additional information becomes available. The pro forma financial statements do not include, among other things, estimated cost or growth synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, including those that may be required by regulatory or governmental authorities in connection with the merger, or impacts of merger related change in control provisions that are currently not factually supportable and/or probable of occurring. Therefore, the pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the transactions been completed on the dates indicated. The final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. Accordingly, Forian’s business, assets, results of operations and financial condition may differ significantly from those indicated by the pro forma financial statements included in this proxy statement/prospectus.

Whether or not the transactions are completed, the announcement and pendency of the transactions could cause disruptions in the businesses of MOR and Helix by directing the attention of management of each of MOR and Helix toward the completion of the transactions. MOR and Helix have each diverted significant management

resources in an effort to complete the transactions and are each subject to restrictions on the conduct of their respective businesses. If the efforts and actions required of MOR and Helix in order to consummate the transactions are more difficult, costly or time consuming than expected, such efforts and actions could result in the additional diversion of each company’s management’s attention and resources or the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses, which could adversely affect the business and financial results of MOR or Helix, as applicable. If the transactions are not completed, MOR and Helix will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

Following the transactions, the size of the business of Forian will increase significantly beyond the current size of either MOR or Helix’s current businesses. Forian’s future success depends, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurance that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the transactions.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the transactions. While both MOR and Helix have assumed that a certain level of expenses would be incurred in connection with the transactions, there are many factors beyond their control that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses.

There may also be additional unanticipated significant costs in connection with the transactions that the combined company may not recoup. These costs and expenses could reduce the benefits and additional income Forian expects to achieve from the transactions. Although Forian expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, legislation enacted in 2017, informally known as the Tax Cuts and Jobs Act, enacted many significant changes to the U.S. tax laws. Future guidance from the IRS and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of MOR’s business and Helix’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

The Forian charter provides that, unless Forian consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative lawsuit brought on behalf of Forian, (ii) any lawsuit against current or former directors, officers, employees, stockholders or agents of Forian asserting a breach of a duty (including any fiduciary duty) owed by any such current or former director, officer, stockholder, employee or agent of Forian to Forian or Forian’s stockholders, (iii) any lawsuit asserting a claim against Forian or any current or former director, officer, employee, stockholder or agent of Forian arising out of or relating to any provision of the DGCL, the Forian charter or the Forian bylaws (each, as in effect from time to time), or (iv) any lawsuit asserting a claim against Forian or any current or former director, officer, employee, stockholder or agent of Forian governed by the internal affairs doctrine of the State of Delaware. The Forian charter also provides that, unless Forian consents in writing to the selection of an alternative forum, the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The foregoing forum provisions may prevent or limit a stockholder’s ability to file a lawsuit in a judicial forum that it prefers for disputes with Forian or its directors, officers, employees, stockholders or agents, which may discourage such lawsuits, make them more difficult or expensive to pursue, and result in outcomes that are less favorable to such stockholders than outcomes that may have been attainable in other jurisdictions.

In addition, notwithstanding the inclusion of the foregoing forum provisions in the charter, courts may find the foregoing forum provisions to be inapplicable or unenforceable in certain cases that the foregoing forum provisions purport to address, including claims brought under the Securities Act. If this were to occur in any particular lawsuit, Forian may incur additional costs associated with resolving such lawsuit in other jurisdictions or resolving lawsuits involving similar claims in multiple jurisdictions, all of which could harm its business, results of operations, and financial condition.

Helix currently licenses its technology to government and private clients with respect to their tracking, monitoring and compliance needs as they operate in a growing cannabis industry. Any risks related to the cannabis industry that may adversely affect clients and potential clients of Helix may, in turn, adversely affect demand for our products. Marijuana is a Schedule-I controlled substance under the Controlled Substances Act and is illegal under federal law. It remains illegal under United States federal law to grow, cultivate, sell or possess marijuana for any purpose or to assist or conspire with those who do so. Additionally, 21 U.S.C. 856 makes it illegal to “knowingly open, lease, rent, use, or maintain any place, whether permanently or temporarily, for the purpose of manufacturing, distributing, or using any controlled substance.” Even in those states in which the use of marijuana has been authorized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana is not preempted by state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our clients’ inability to proceed with their operations, which would adversely affect demands for Helix products.

Helix has a limited operating history. Its operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. Helix has not generated positive earnings and there can be no assurance that it will achieve profitable operations. If Helix’s business plan is not successful, and it is not able to operate profitably, that may result in investors losing some or all of their investment in Forian.

Forian and/or Helix will require additional capital to fund Helix’s current operations and anticipated expansion of its business (including as a result of the acquisition of Helix) and to pursue targeted revenue opportunities. There is no assurance that additional capital to fund our operations can be raised. Additional

capital may not be available, the terms of any such capital raising may be uncertain, and the terms of any prospective equity capital may not be acceptable. In addition, any future sale of equity securities would dilute the ownership and control of the then-current stockholders and could be at prices substantially below prices at which Helix shares currently trade or Forian shares, on a post-merger basis, may trade. The inability to raise capital could require Forian and/or Helix to significantly curtail or terminate operations.

Helix’s success has been based on our ability to design software and products that enable the integration of data into a common operating environment to facilitate advanced data analysis, knowledge management, and collaboration. Helix has spent substantial amounts of time and money researching and developing new technologies and enhanced versions of existing features to meet customers’ and potential customers’ rapidly evolving needs. There is no assurance that enhancements to the Helix platforms or new product features or capabilities will be compelling to customers or gain market acceptance. If research and development investments do not accurately anticipate customer demand or if we fail to develop our platforms in a manner that satisfies customer preferences in a timely and cost-effective manner, we may fail to retain existing Helix customers or increase demand for our platforms.

The introduction of new products and services by competitors or the development of entirely new technologies to replace existing offerings could make Helix platforms obsolete or adversely affect its (and, accordingly Forian’s) business, financial condition, and results of operations. We may experience difficulties with software development, design, or marketing that delay or prevent our development, introduction, or implementation of new platforms, features, or capabilities. Helix has in the past experienced delays in its internally planned release dates of new features and capabilities, and there can be no assurance that new platforms, features, or capabilities will be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers, any of which could harm our business. Moreover, the design and development of new platforms or new features and capabilities to existing platforms may require substantial investment, and there is no assurance that such investments will be successful. If customers do not widely adopt our new platforms, experiences, features, and capabilities, we may not be able to realize a return on our investment and Helix’s (and, accordingly Forian’s) business, financial condition, and results of operations may be adversely affected.

New and existing platforms and changes to existing platforms could fail to attain sufficient market acceptance for many reasons, including:

If we are not able to continue to identify challenges faced by our customers and develop, license, or acquire new features and capabilities to our platforms in a timely and cost-effective manner, or if such enhancements do not achieve market acceptance, Helix’s (and, accordingly Forian’s) business, financial condition, results of operations, and prospects may suffer and anticipated revenue growth may not be achieved.

Because Helix derives, and expects to continue to derive, substantially all of its revenue from customers purchasing the Helix Biotrack, Helix Exchange and Helix Cannalytics platforms, market acceptance of these platforms, and any enhancements or changes thereto, is critical to Helix’s (and, accordingly Forian’s) success.

Because Helix offers very complex platforms, undetected errors, defects, failures or bugs may occur, especially when platforms or capabilities are first introduced or when new versions or other product or infrastructure updates are released. These platforms are often installed and used in large-scale computing environments with different operating systems, software products and equipment, and data source and network configurations, which may cause errors or failures in our platforms or may expose undetected errors, failures, or bugs in our platforms. Despite testing, errors, failures, or bugs may not be found in new software or releases until after commencement of commercial shipments. Errors can also delay the development or release of new platforms or capabilities or new versions of platforms, adversely affect Helix’s (and, accordingly Forian’s) reputation and our customers’ willingness to buy Helix’s platforms, and adversely affect market acceptance or perception of these platforms. Many customers use these platforms in applications that are critical to their businesses or missions and may have a lower risk tolerance to defects in Helix’s platforms than to defects in other, less critical, software products. Any errors or delays in releasing new software or new versions of platforms or allegations of unsatisfactory performance or errors, defects or failures in released software could cause Helix (and, accordingly Forian) to lose revenue or market share, increase its service costs, result in substantial costs in redesigning the software, result in the loss of significant customers, subject Helix (and, accordingly Forian) to liability for damages and divert company resources from other tasks, any one of which could materially and adversely affect Helix’s (and, accordingly Forian’s) business, results of operations and financial condition. In addition, Helix’s platforms could be perceived to be ineffective for a variety of reasons outside of its control. Hackers or other malicious parties could circumvent our or customers’ security measures, and customers may misuse our platforms resulting in a security breach or perceived product failure.

Real or perceived errors, failures, or bugs in Helix platforms and services, or dissatisfaction with those services or outcomes, could result in customer terminations and/or claims by customers for losses sustained by them. In such an event, Helix may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct any such errors, failures, or bugs.

We rely on the technology, infrastructure, and software applications, of certain third parties in order to host or operate some of certain key platform features or functions of Helix’s business. Additionally, Helix relies on computer hardware and cloud capabilities purchased in order to deliver its solutions and services. Neither Helix nor, following the merger, Forian, has control over the operations of the facilities of the third parties that are use. If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if they are updated such that Helix’s solutions become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in errors or defects in our solutions, cause Helix’s solutions to fail, Helix’s (and, accordingly Forian’s) revenue and margins could decline, or reputation and brand could be damaged, Helix (and, accordingly Forian) could be exposed to legal or contractual liability, expenses could increase, the ability to manage our operations could be interrupted, and our processes for managing sales and servicing customers could be impaired until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase costs, and could adversely affect Helix’s (and, accordingly Forian’s) business. Many of these third-party providers attempt to impose limitations on their liability for such errors, disruptions, defects, performance deficiencies, or failures, and if enforceable, Helix (and, accordingly Forian) may have additional liability to customers or third-party providers.

Helix has experienced, and may in the future experience, disruptions, failures, data loss, outages, and other performance problems with its infrastructure and cloud-based offerings due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, employee misconduct,

capacity constraints, denial of service attacks, phishing attacks, computer viruses, malicious or destructive code, or other security-related incidents, and its disaster recovery planning may not be sufficient for all situations. If such disruptions, failures, data loss, outages, or other performance problems are encountered, Helix’s (and, accordingly Forian’s) business, financial condition, and results of operations could be adversely affected.

Helix’s systems and the third-party systems upon which it and its customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, public health crises such as the COVID-19 pandemic, geopolitical and similar events, or acts of misconduct. Despite any precautions that might be taken, the occurrence of a catastrophic disaster or other unanticipated problems at our or our third-party vendors’ hosting facilities, or within our systems or the systems of third parties upon which Helix relies, could result in interruptions, performance problems, or failure of our infrastructure, technology, or solutions, which may adversely impact Helix’s (and, accordingly Forian’s) business. In addition, Helix’s ability to conduct normal business operations could be severely affected. In the event of significant physical damage to one of these facilities, it may take a significant period of time to achieve full resumption of services, and any disaster recovery planning may not account for all eventualities. In addition, any negative publicity arising from these disruptions could harm Helix’s (and, accordingly Forian’s) reputation and brand and adversely affect Helix’s (and, accordingly Forian’s) business.

Furthermore, Helix’s solutions are in many cases important or essential to customers’ operations, including their oversight and compliance programs. Any interruption in service, whether as a result of an internal or third-party issue, could damage Helix’s (and, accordingly Forian’s) brand and reputation, cause customers to terminate or not renew their contracts or decrease use of our solutions and services, require us to indemnify our customers against certain losses, result in our issuing credit or paying penalties or fines, subject us to other losses or liabilities, cause our solutions to be perceived as unreliable or unsecure, and prevent us from gaining new or additional business from current or future customers, any of which could harm Helix’s (and, accordingly Forian’s) business, financial condition, and results of operations.

A failure to maintain relationships with third-party providers (or obtain adequate replacements), and to receive services from such providers that do not contain any material errors or defects, could adversely affect Helix’s ability to deliver effective products and solutions to its customers and adversely affect Helix’s (and, accordingly Forian’s) business and results of operations.

Helix’s (and, accordingly Forian’s) success depends in part on its ability to provide effective data security protection in connection with Helix’s platforms and services, and we rely on information technology networks and systems to securely store, transmit, index, and otherwise process electronic information. Because Helix’s platforms and services are used to store, transmit, index, or otherwise process and analyze large data sets that often contain proprietary, confidential, and/or sensitive information (including in some instances personal or identifying information and personal health information), we could be perceived as an attractive target for attacks by computer hackers or others seeking unauthorized access, and we face threats of unintended exposure, exfiltration, alteration, deletion, or loss of data. Additionally, because many of our customers use Helix’s platforms to store, transmit, and otherwise process proprietary, confidential, or sensitive information, they have a lower risk tolerance for security vulnerabilities in Helix’s platforms and services than for vulnerabilities in other, less critical, software products and services.

Helix, and the third-party vendors upon which it relies, has experienced, and may in the future experience, cybersecurity threats, including threats or attempts to disrupt its information technology infrastructure and unauthorized attempts to gain access to sensitive or confidential information. Its and its third-party vendors’ technology systems may be damaged or compromised by malicious events, such as cyberattacks (including computer viruses, malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, and human error. Such attacks or security breaches may be perpetrated by internal bad actors, such as employees or contractors, or by third parties (including traditional computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors). Cybersecurity threats can employ a wide

variety of methods and techniques, which may include the use of social engineering techniques, are constantly evolving, and have become increasingly complex and sophisticated; all of which increase the difficulty of detecting and successfully defending against them. Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, Helix and its third-party vendors may be unable to anticipate these techniques or implement adequate preventative measures. Although Helix is continuing to bolster its threat detection and mitigation processes and procedures, there can be no guarantee that future cyberattacks, if successful, will not have a material impact on Helix’s (and, accordingly Forian’s) business or financial results. While there are security measures in place to protect our information and our customers’ information and to prevent data loss and other security breaches, there can be no assurance that in the future we will be able to anticipate or prevent security breaches or unauthorized access of our information technology systems or the information technology systems of the third-party vendors upon which we rely. Despite the implementation of network security measures and internal information security policies, data stored on personnel computer systems is also vulnerable to similar security breaches, unauthorized tampering or human error.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of data, including personal data. If an actual or perceived breach of security measures, unauthorized access to our system or the systems of the third-party vendors that Helix relies upon, or any other cybersecurity threat occurs, Helix (and, accordingly Forian) may face direct or indirect liability, costs, or damages, contract termination, Helix’s (and, accordingly Forian’s) reputation in the industry and with current and potential customers may be compromised, Helix’s (and, accordingly Forian’s) ability to attract new customers could be negatively affected, and Helix’s (and, accordingly Forian’s) business, financial condition, and results of operations could be materially and adversely affected.

Further, unauthorized access to our or our third-party vendors’ information technology systems or data or other security breaches could result in the loss of information; significant remediation costs; litigation, disputes, regulatory action, or investigations that could result in damages, material fines, and penalties; indemnity obligations; interruptions in the operation of our business, including our ability to provide new product features, new platforms, or services to our customers; damage to Helix’s (and, accordingly Forian’s) operation technology networks and information technology systems; and other liabilities. Moreover, our remediation efforts may not be successful. Any or all of these issues, or the perception that any of them have occurred, could negatively affect our ability to attract new customers, cause existing customers to terminate or not renew their agreements, hinder our ability to obtain and maintain required or desirable cybersecurity certifications, and result in reputational damage, any of which could materially adversely affect Helix’s (and, accordingly Forian’s) results of operations, financial condition, and future prospects. There can be no assurance that any limitations of liability provisions in our license arrangements with customers or in our agreements with vendors, partners, or others would be enforceable, applicable, or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

We are subject to a variety of local, state, national, and international laws and directives and regulations in the United States and abroad that involve matters central to our business, including privacy and data protection, data security, data storage, retention, transfer and deletion, technology protection, and personal information. Foreign data protection, data security, privacy, and other laws and regulations can impose different obligations or be more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations, which, depending on the regime, may be enforced by private parties or government entities, are constantly evolving and can be subject to significant change, and they are likely to remain uncertain for the foreseeable future. In addition, the application, interpretation, and enforcement of these laws and regulations are often uncertain, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. A number of proposals are pending before U.S. federal, state, and foreign legislative and regulatory bodies that could significantly affect our business.

The overarching complexity of privacy and data protection laws and regulations around the world pose a compliance challenge that could manifest in costs, damages, or liability in other forms as a result of failure to

implement proper programmatic controls, failure to adhere to those controls, or the malicious or inadvertent breach of applicable privacy and data protection requirements by us, our employees, our business partners, or our customers.

In addition to government regulation, self-regulatory standards and other industry standards may legally or contractually apply to us, be argued to apply to us, or we may elect to comply with such standards or to facilitate our customers’ compliance with such standards. Because privacy, data protection, and information security are critical competitive factors in our industry, we may make statements on our website, in marketing materials, or in other settings about our data security measures and our compliance with, or our ability to facilitate our customers’ compliance with, these standards. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection, and information security, and we cannot yet determine the impact such future laws, regulations and standards, or amendments to or re-interpretations of existing laws and regulations, industry standards, or other obligations may have on our business. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, and contractual and other obligations may require us to incur additional costs and restrict our business operations. As these legal regimes relating to privacy, data protection, and information security continue to evolve, they may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Furthermore, because the interpretation and application of laws, standards, contractual obligations and other obligations relating to privacy, data protection, and information security are uncertain, these laws, standards, and contractual and other obligations may be interpreted and applied in a manner that is, or is alleged to be, inconsistent with our data management practices, our policies or procedures, or the features of our solutions. If so, in addition to the possibility of fines, lawsuits, and other claims, we could be required to fundamentally change our business activities and practices or modify our solutions, which could have an adverse effect on our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to fulfill existing obligations, make enhancements, or develop new solutions and features could be limited. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our solutions.

These existing and proposed laws and regulations can be costly to comply with and can make our solutions and services less effective or valuable, delay or impede the development of new products, result in negative publicity, increase our operating costs, require us to modify our data handling practices, limit our operations, impose substantial fines and penalties, require significant management time and attention, or put our data or technology at risk. Any failure or perceived failure by us or our solutions to comply with U.S., or applicable foreign laws, regulations, directives, policies, industry standards, or legal obligations relating to privacy, data protection, or information security, or any security incident that results in loss of or the unauthorized access to, or acquisition, use, release, or transfer of, personal information, personal data, or other customer or sensitive data sensitive data or information may result in governmental investigations, inquiries, enforcement actions and prosecutions, private claims and litigation, indemnification or other contractual obligations, other remedies, including fines or demands that we modify or cease existing business practices, or adverse publicity, and related costs and liabilities, which could significantly and adversely affect Helix’s (and, accordingly Forian’s) business and results of operations.

Our business strategy envisions a period of rapid growth that may put a strain on our administrative and operational resources, and funding requirements. Our ability to effectively manage growth will require us to continue to expand the capabilities of our operational and management systems and to attract, train, manage and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

We depend on the ability and experience of a number of our key personnel who have substantial experience with Helix’s operations and the vertical markets in which we offer our products and services. Many of our key personnel were recruited by us specifically due to their experience. Helix’s (and, accordingly Forian’s) success

depends in part upon the reputation and influence within the industry of our senior managers. It is possible that the loss of the services of one or a combination of our senior executives or key managers could have a material adverse effect on Helix’s (and, accordingly Forian’s) business, financial condition and results of operations. In addition, contractual obligations related to confidentiality and assignment of intellectual property rights may be ineffective or unenforceable, and departing employees may share our proprietary information with competitors in ways that could adversely impact Helix (and, accordingly Forian).

Our business functions at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. To continue to successfully compete and grow, we must attract, recruit, develop and retain the necessary personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs. While we have a number of key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect Helix’s (and, accordingly Forian’s) profitability. There can be no assurances that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on Helix’s (and, accordingly Forian’s) business, financial condition and results of operations.

Our intellectual property is critical to our future success, particularly in our strategic verticals where we may offer proprietary software solutions to our clients. We rely on a combination of contractual license rights and copyright, trademark and trade secret laws to establish and protect our proprietary technology. Third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property or the intellectual property of our third-party licensors, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Others, including our competitors, may independently develop similar technology, duplicate our products and services, design around or reverse engineer our intellectual property, and in such cases neither we nor our third-party licensors may be able to assert intellectual property rights against such parties. Further, our contractual license arrangements may be subject to termination or renegotiation with unfavorable terms to us, and our third-party licensors may be subject to bankruptcy, insolvency and other adverse business dynamics, any of which might affect our ability to use and exploit the products licensed to us by these third-party licensors. We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights (including litigation against our third-party licensors), which is expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to obtain third-party intellectual property could harm our business and ability to compete.

We may be subject to costly litigation if our products or services are alleged to infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by our products and services. Any of these third parties could make a claim of infringement against us with respect to our products and services. We may also be subject to claims by third parties for patent infringement, breach of copyright, trademark, license usage or other intellectual property rights. Any claim from third parties may result in a limitation on our ability to use the intellectual property subject to these claims. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected products or

services, enter into costly settlement or license agreements, pay costly damage awards for which we may not have insurance, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our products or services. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be materially and adversely affected. Further, our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of third-party claims of intellectual property infringement, misappropriation, or other violations of intellectual property rights, damages caused by us to property or persons, or other liabilities relating to or arising from our platforms, services, or other contractual obligations. Large indemnity payments could harm our business, financial condition, and results of operations. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

MOR is in the development stage, with limited operating history. MOR is faced with risks inherent in operating a new business, including difficulties often encountered in developing, producing and commercializing new technologies; developing the markets for MOR’s products and technologies; and attracting and retaining qualified management, sales and/or marketing and technical staff, in addition to the risks described below.

MOR is also faced with risks inherent in operating a new business, including: (i) difficulties and delays often encountered in developing, producing and commercializing new, complex technologies; (ii) developing the markets for MOR's products and technologies; (iii) transitioning MOR's development efforts to commercialization; and (iv) attracting and retaining qualified management, sales and/or marketing and technical staff.

MOR will require additional capital to operate or expand the business. Additional funds may not be available when needed, on terms that are acceptable to MOR, or at all. If MOR raises additional funds through the issuance of equity or convertible securities, the percentage ownership of members could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to the preferred units. Furthermore, market factors may negatively impact MOR’s ability to obtain debt or equity financing. If sufficient funds are not available to MOR, the business, financial condition or results of operations could be adversely impacted.

MOR is dependent on the talent and resources of its key managers and employees. Additionally, MOR’s future success will depend upon its continued ability to identify, hire, develop, motivate and retain highly-skilled personnel. If MOR is not able to effectively increase and retain its talent, its ability to achieve its strategic objectives will be adversely impacted, and the business will be harmed.

The software, internal applications and systems underlying MOR’s products and services are inherently complex and may contain defects or errors, particularly when first introduced or when new versions or enhancements are released. The development, expansion, operation and maintenance of its technology and network infrastructure is expensive and complex and requires significant internal and external resources. If MOR does not successfully develop, expand, operate or maintain its technology and network infrastructure, or if MOR experiences operational failures, MOR’s reputation could be harmed, and MOR could lose current and prospective customers and service providers, which could adversely impact the business, financial condition or results of operations.

MOR’s ability to generate revenue will be affected by the amount of time it takes to complete and enhance its platform. Additionally, there are multiple third-party vendors and service providers that must continue to provide MOR access to its application programming interfaces and operating systems, and MOR will rely on cooperation from third parties to integrate with their systems. Should third-party vendors, service providers and collaborators not perform as expected, cooperate with MOR or deliver their work as planned, MOR may not be able to release its products and services in a timely manner.

MOR utilizes third-party software in its product and service offerings and expects to continue to do so. The correction of these errors and defects will be dependent on these third parties, so it may be difficult for MOR to correct them. Further, MOR cannot be certain that third-party licensors will continue to make their software available to MOR on acceptable terms, or invest the appropriate levels of resources in their software to maintain and enhance its capabilities or remain in business.

MOR is heavily reliant on its information technology infrastructure, processes and procedures, and will devote significant resources to ensuring it has competitive informational technology systems. Information technology changes rapidly, however, and MOR may not be able to stay ahead of such advances. If MOR is unable to introduce new or upgraded products, services or technology that users and collaborators recognize as valuable, MOR may fail to generate additional engagement on its platforms, attract and retain customers or monetize the activity on its platforms. MOR’s efforts to develop new and upgraded products, services or technology could require MOR to incur significant costs. MOR cannot guarantee current or prospective users and customers will respond favorably to new or improved products, services or technology.

Additionally, traditional pharmaceutical, data informatics and other well-established companies are expanding into the cannabis industry. This expansion could increase the number of competitors with similar platforms and expertise to MOR and could prevent MOR from realizing anticipated growth in customers and revenues.

MOR collects, processes and stores a large amount of personal information. This data is often accessed through transmissions over public and private networks, including the internet. Despite MOR’s physical security measures, implementation of technical controls and contractual precautions designed to identify, detect and prevent the unauthorized access, alteration, use or disclosure of MOR’s data, there is no guarantee that these measures or any other measures can provide absolute security. Systems that access or control access to MOR’s services and databases may be compromised as a result of criminal activity, including cyber-attacks and other intentional business disruptions, negligence or otherwise. Unauthorized disclosure or use, or loss or corruption, of MOR’s data or inability of MOR’s users to access MOR’s systems could disrupt the operations, subject MOR to substantial legal liability, result in a material loss of business, cause MOR to incur significant cost and significantly harm MOR’s reputation.

Federal and state governments and agencies have adopted, or are considering adopting, laws and regulations regarding the collection, use and disclosure of data. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with MOR’s data practices, which could cause MOR to incur additional cost. Moreover, complying with these various laws could cause MOR to incur substantial costs or require it to change its business practices in a manner adverse to the business.

More specifically, the solutions we provide will involve the collection, storage and transmission of confidential personal and proprietary information regarding our customers and our customers’ current and prospective patients and other users. For certain of our business verticals, we will also collect, store and transmit a variety of data regarding an individual’s medical history. Our web-based and mobile products in these verticals

may at least partially be subject to the 1996 Health Insurance Portability and Accountability Act (“HIPAA”). Among other concerns, HIPAA provisions also address the security and privacy of health data in order to improve the efficiency and effectiveness of the nation's health care system by encouraging the widespread use of electronic data interchange in the domestic health care system.

While we will devise plans to meet or exceed the regulatory requirements, including HIPAA, using our internal resources in conjunction with third party services, we might fail to achieve or maintain compliance to such requirements, and our third-party services suppliers might decide to modify or discontinue their services without adequate notice and this might cause additional expense in arranging new services and could harm our reputation, business, operating results and financial condition.

Regulatory authorities around the world are considering a number of legislative proposals concerning privacy and data protection. Federal and state governments and agencies have adopted, or are considering adopting, laws and regulations regarding the collection, use and disclosure of data. As MOR’s business expands, it may become subject to laws of additional jurisdictions, domestic and foreign. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with MOR’s data practices. If so, in addition to the possibility of fines, any increase in the costs of compliance with, and other burdens imposed by, applicable legislative and regulatory initiatives may limit MOR’s ability to collect, aggregate or use data. Moreover, complying with these various laws could cause MOR to incur substantial costs or require it to change its business practices in a manner adverse to its business.

Part of MOR’s success will depend on its ability to protect its proprietary rights in the technologies used in its products. We will consider trade secrets, including confidential and unpatented technology, important to the maintenance of our competitive position. However, trade secrets and know-how are difficult to protect. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent that competitor from using the technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be materially and adversely harmed. Additionally, if MOR is unable to protect its proprietary rights adequately, its business could be harmed.

There has been substantial litigation in internet and software-related industries regarding patent, trademark and copyrights and other intellectual property rights and, from time to time, third parties may claim infringement by MOR of their intellectual property rights. If MOR were found to be infringing on the intellectual property rights of any third party, it could be subject to liabilities for such infringement, which could have a material adverse impact on MOR’s profitability. In addition, any such claims could distract management from conducting the business.

MOR intends to provide its solutions and services in various different industries. In order to manage its proposed growth effectively, MOR will have to develop and implement operational, financial and other internal control systems, as well as business development capabilities, and these systems and capabilities may need to be customized for the applicable industry being serviced by MOR. If MOR cannot manage growth effectively, the quality of solutions and services provided by MOR may not meet users’ expectations, which could have a negative effect on its business, revenues, financial condition and results of operations.

A key vertical of MOR will be to partner directly or indirectly with U.S. cannabis companies and businesses ancillary to cannabis. The legal marijuana industry is a new industry, is at an early stage of development, represents a niche market, is evolving rapidly and is experiencing an increasing number of market entrants. MOR’s business prospects in this vertical is dependent on widespread acceptance and use of marijuana products, which is subject to a high level of uncertainty and volatility.

Further, cannabis companies and companies providing ancillary products and services are subject to greater amounts of governmental uncertainty and regulation pose additional risks relative to other businesses, and therefore transactions with these companies present greater overall risk. These companies typically have shorter

operating histories, less predictable operating results, and regulatory concerns which tend to render them more vulnerable to market conditions, as well as general economic downturns. In addition, cannabis companies are engaged in rapidly changing businesses with products subject to substantial regulatory and operational risk.

Cannabis remains illegal under federal law, and MOR’s cannabis-related business is heavily dependent on state laws pertaining to the cannabis industry. Even though a number of states have decriminalized the sale of marijuana, many of these states impose significant restrictions on marijuana-related businesses and, accordingly, their vendors and collaborators, as well as on the collection and use of data from these businesses. These state-level restrictions could have a material adverse impact on the ability of MOR to identify suitable opportunities and the sales of MOR’s products and services. Laws and regulations affecting the cannabis industry are constantly changing, which could potentially have a detrimental effect on our business. We cannot predict the impact that future legislative actions may have on MOR.

There is a risk that MOR will not be able to find a bank that is willing to provide banking services to businesses contracting with cannabis companies or that a bank will continue to be willing to support cannabis and ancillary businesses in the long term. Banks that do business with marijuana-related businesses run the risk of federal prosecution. In addition, regulatory guidance requires banks to engage in comprehensive due diligence, monitoring and reporting when providing services to marijuana-related businesses. The risk of potential federal enforcement, and significant regulatory compliance obligations, may result in banks refraining from providing banking services to MOR.

Since MOR anticipates providing products and services to companies in the cannabis industry, insurance that is otherwise readily available, such as general liability, worker’s compensation, and directors’ and officers’ insurance, will likely be more difficult for us to find, and more expensive. There are no guarantees that we will be able to find this insurance in the future, or that the cost will be affordable to MOR. If MOR is forced to go without such insurance, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures, particularly given MOR’s operation in industries with more regulatory risks, such as personal data and cannabis. If a company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company.

New legislation or regulations may result in increased costs directly related to MOR’s compliance or indirectly to the extent that these requirements impact our customers and collaborators, for example through increase the prices of goods and services because of increased costs or reduced availability. We cannot predict whether such legislative or regulatory initiatives will result in significant changes to existing laws and regulations and/or whether any changes in such laws or regulations will have a material adverse effect on our business, results of operations or financial condition.

Helix Technologies, Inc., which we refer to as Helix, is a provider of critical infrastructure services, helping owners and operators of licensed cannabis businesses stay competitive and compliant while mitigating risk. Through its proprietary technology suite, Helix provides comprehensive supply chain management, and compliance tools, for any license type in any regulated cannabis market. While Helix provides services to the cannabis industries, Helix does not deal directly with the plant or any derivative products. Helix's industry-leading compliance and point of sale technologies are tailored to the unique needs of the quickly evolving cannabis industry, offering customers seamless compliance management solutions.

Helix common stock is quoted on OTCQB under the symbol “HLIX.”

Medical Outcomes Research Analytics, founded in 2019, is an innovative and evolving private company developing an RWE, SaaS and DaaS analytics platform designed to support the information requirements of constituents across the healthcare industry. The platform will enable life science companies, payers, providers, and regulators to better understand the value and efficacy of healthcare products and services while providing mission critical business insights into clients' products, services, customers and the dynamics of a rapidly changing marketplace. Management, administrators, physicians, patients and caregivers can, in turn, use the information to make informed business decisions and guide healthcare decision making. MOR has assembled one of the largest proprietary, de-identified patient-level RWE databases in the U.S. The MOR platform has been developed leveraging state-of-the-art technologies coupled with rigorous HIPAA standards.

Forian Inc., which we refer to as Forian, is a Delaware corporation and was formed on October 15, 2020, for the purpose of effecting the merger and the contribution. To date, Forian has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the merger and the contribution agreement in connection with the contribution. As of the completion of the business combinations, Helix and MOR will each become subsidiaries of Forian.

Forian has applied to have its common stock listed on Nasdaq under the symbol “FORA.” The business of Forian will be the combined businesses currently conducted by Helix and MOR.

DNA Merger Sub Inc., which we refer to as Merger Sub, is a Delaware corporation and wholly owned subsidiary of Forian that was formed on October 15, 2020, for the purpose of effecting the merger. To date, Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the merger. Pursuant to the merger agreement, Merger Sub will be merged with and into Helix, with Helix surviving the merger as a subsidiary of Forian.

to enhance shareholder value and performance of the organization. This strategic planning exercise generally has included an evaluation of the merits and drawbacks of (a) continuing to operate as an independent company, (b) continued expansion through organic growth and the strategic acquisition of other companies, and (c) entering into a strategic merger with another company. These reviews and strategic discussions have focused on, among other things, prospects and developments in Helix’s business, including Helix’s ability to increase capital to support operations and growth, in Helix’s industry, in the regulatory environment and in the economy and financial markets. Management of Helix has also engaged in, from time to time and as part of its stated merger and acquisitions strategy, discussions with executives of other institutions in the software and data analytics industry, including with respect to potential strategic transactions to enhance shareholder value, liquidity and return on investment. Helix has periodically received inquiries from potential acquirors and other merger partners in the industry.

In December 2019, Helix management, Zachary L. Venegas, Chief Executive Officer, and Scott Ogur, Chief Financial Officer of Helix, were introduced to representatives of MOR by a mutual acquaintance to discuss potential business combination opportunities. As part of these preliminary discussions with MOR, Messrs. Venegas and Ogur expressed the Helix board's desire to continue executing Helix's growth strategy both organically and through acquisitions, but that Helix would also be interested in establishing relationships with potential strategic merger partners.

On December 14, 2019 MOR’s affiliate COR Analytics, LLC and Helix signed a mutual nondisclosure agreement to allow them to share information and evaluate the potential synergies. At this point Helix initiated its due diligence investigation of MOR.

On January 10, 2020, MOR provided Helix management with an initial diligence list, MOR and Helix scheduled follow-up diligence calls, and MOR received initial responses to its due diligence requests. On January 28, 2020, representatives of MOR met in person with Helix management to discuss the status of preliminary diligence requests and responses and to discuss a potential commercial relationship.

During the first half of 2020, Helix management met several times with representatives of MOR to discuss market conditions, potential synergies, the terms of a potential transaction and diligence requests. During these meetings, Helix management discussed Helix's recent performance and outlook for the future. Representatives from MOR discussed the MOR organization generally, as well as MOR's desire to grow through strategic acquisitions.

On March 3, 2020, representatives of MOR called Helix management to discuss diligence regarding customers, contracting, product development, sales pipelines and key financial metrics. On March 17, 2020, representatives of MOR discussed with Helix management potential transaction structures as well as Helix’s liquidity requirements. Further diligence items were provided to MOR from Helix in late March 2020, including regarding Helix’s data collection.

On April 12, 2020, Helix received an initial letter of intent (LOI) from COR Analytics, LLC, a subsidiary of MOR, regarding a possible business combination. Over the next three weeks, the parties negotiated the terms of the LOI, including the implied equity value of Helix, equity provisions, and treatment of Helix debt.

On April 22, 2020, the Helix board of directors held a regularly-scheduled meeting. At the meeting, the board members discussed a possible acquisition of Helix by MOR and discussed the LOI received from COR Analytics, LLC.

On April 27, 2020, Helix management notified Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), its outside legal counsel, about the receipt of a letter of intent from MOR, and on May 18, 2020, requested Nelson Mullins to advise on the transaction due diligence and other matters as they might arise.

Helix and COR executed an initial letter of intent on May 7, 2020 with a 45-day exclusivity provision.

On May 13, 2020, MOR engaged a nationally recognized public accounting firm to conduct accounting and finance due diligence and a quality of earnings review of Helix, and on or about May 5, 2020, MOR engaged Duane Morris LLP (“Duane Morris”), its outside counsel, to conduct legal due diligence of Helix. From

May 18, 2020 to June 1, 2020 the parties conducted eight due diligence calls to discuss the Helix business. Over the ensuing three months, MOR’s management and due diligence service providers conducted reviews of the Helix business. In parallel, Helix management conducted its own due diligence on the MOR and COR businesses.

On July 2, 2020, the management of MOR met with the board of Helix to discuss the strategic rationale of the proposed transaction. During July 2020, the parties evaluated potential transaction structures.

On July 6, 2020 and July 13, 2020, the parties executed extensions of exclusivity, and on July 31, 2020, Helix and MOR executed an amendment to the initial letter of intent outlining the proposed structure and terms of the transactions contemplated in the merger agreement.

On August 15, 2020, Helix engaged Management Planning Inc., or MPI, to serve as Helix's exclusive financial advisor in connection with the contemplated transaction. MPI is an advisory firm specializing in business valuation and corporate advisory work.

On August 26, 2020 Duane Morris delivered a first draft of the merger agreement to Nelson Mullins. On September 2, 2020, Duane Morris delivered a first draft of the form of voting agreement to Nelson Mullins.

Helix management reviewed and discussed the merger agreement with Nelson Mullins extensively and on September 11, 2020, Nelson Mullins delivered a revised draft of the merger agreement to Duane Morris. The changes to the merger agreement reflected, among other things, the following: (i) that the merger consideration would be based on a price per share of Helix common stock of $0.14 to $0.20, assuming fully diluted shares of Helix common stock of 150,000,000, compared to MOR’s proposal of a price per share of Helix common stock of $0.14 assuming fully diluted shares of Helix common stock of 139,000,000; (ii) removal of certain requirements in Duane Morris’ initial draft of the merger agreement that all of Helix’s outstanding warrants to purchase Helix common stock be cancelled and that all of Helix’s indebtedness be repaid prior to the effective time of the merger, (iii) that the closing of the $13 million private offering of MOR would be a condition to Helix’s obligation to consummate the merger, but not a condition to Forian’s obligation to consummate the merger as reflected in Duane Morris’ initial draft of the merger agreement, (iv) inclusion of a termination right in favor of Helix allowing it to terminate the merger agreement in the event that all of the closing conditions to the merger are satisfied or waived but MOR has failed to complete the merger by the February 26, 2021 and refuses to do so after Helix delivers a notice that it stands ready, willing and able to effect the closing of the merger, (v)  inclusion of a “reverse termination fee” in the amount of $1,500,000 payable by Forian in the event Helix terminates the merger agreement due to a breach of any representation, warranty or covenant of Forian in the merger agreement or in the event Helix exercises its termination right described above in the immediately preceding clause (iv), (vi) removal of the requirement in Duane Morris’ initial draft of the merger agreement that Helix reimburse Forian and MOR for certain expenses in the event the merger agreement is terminated due to failure of Helix stockholders to approve the merger at a meeting called for the purpose of voting on the merger, (vii) clarification that the issuance of a “stop, look and listen” statement by the Helix’s board of directors to Helix’s stockholders would not be deemed to be an adverse recommendation change, (viii) certain changes relating to indemnification, exculpation and insurance matters with respect Helix’s directors and officers, (ix) that Helix could choose a replacement designee to the Forian board if Scott Ogur was not able to serve as a member of the Forian board, (x) modifications to certain operating covenants applicable during the period between signing the merger agreement and the effective time of the merger, including the removal of restrictions on Helix’s ability to terminate or hire certain employees, (xi) certain changes to the representations and warranties of Forian and Helix, and (xii) certain changes to the procedures and mechanics for completion of the merger and the exchange of Helix common stock for Forian common stock in connection therewith.

On the same day, Nelson Mullins delivered a revised draft of the form of voting agreement to Duane Morris reflecting, among other things, that (i) each share of Helix preferred stock would be converted into 1.046 shares of Helix common stock, instead of one share of Helix common stock as reflected in Duane Morris’ initial draft of the form of voting agreement, (ii) removal of the requirement in Duane Morris’ initial draft of the form of voting agreement that the Helix warrants held by each securityholder party to the voting agreement be cancelled prior to the effective date of the merger, (iii) removal of the requirement in Duane Morris’ initial draft of the form of voting agreement that each securityholder party to the voting agreement pay to Forian the amount of consideration receivable by such securityholder in any alternative transaction (in circumstances in which a

termination fee was payable by Helix to Forian) in excess of the amount of consideration that would have been received by such securityholder under the merger agreement, and (iv) removal of certain non-compete and non-solicitation covenants in Duane Morris’ initial draft of the form of voting agreement.

On September 18, 2020, Duane Morris delivered a revised draft of the merger agreement to Nelson Mullins. Duane Morris’ revised draft of the merger agreement reflected, among other things, (i) that the merger consideration would be based on a price per share of Helix common stock of $0.14, assuming fully diluted shares of Helix common stock of 139,000,000, as reflected in in Duane Morris’ initial draft of the merger agreement, (ii) reinstatement of the requirement that all of Helix’s indebtedness be repaid prior to the effective time of the merger, which had been removed in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement, (iii) rejection of the changes in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement reflecting that the closing of the MOR private offering would be a condition to Helix’s obligation to consummate the merger, (iv) reinstatement of the requirement that the closing of the MOR private offering be a condition to Forian’s obligation to consummate the merger, which had been removed in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement, (v) rejection of the reverse termination fee proposed in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement, but acknowledging that Forian would be willing to discuss a reverse termination fee in the amount of no more than $500,000 which would be payable in the event Forian terminates the merger agreement because the MOR private offering has not been completed, (vi) reinstatement of the requirement that Helix reimburse Forian and MOR for certain expenses in the event the merger agreement is terminated due to failure of Helix’s stockholders to approve the merger at a meeting called for the purpose of voting on the merger, which had been removed in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement, (vii) rejection of the changes in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement providing for Helix’s right to choose a replacement designee to the Forian Board if Scott Ogur was not able to serve as a member of the Forian Board, (viii) rejection of the changes in Nelson Mullins’ September  11, 2020 revised draft providing for Helix’s ability to rely on its publicly filed documents to qualify its representations and warranties, (ix) modifications to certain operating covenants applicable during the period between signing the merger agreement and the effective time of the merger, including reinstatement of certain restrictions on Helix’s ability to terminate or hire certain employees, which had been removed in Nelson Mullins’ September 11, 2020 revised draft of the merger agreement, and (x) certain changes to the representations and warranties of Forian and Helix.

On the same day, Duane Morris delivered a revised draft of the form of voting agreement to Nelson Mullins reflecting, among other things, that nothing in voting agreement restricts or limits the ability of securityholder who is a director, officer or employee of Helix to take any action in his or her capacity as a director, officer or employee of Helix, including the exercise of fiduciary duties to Helix or its stockholders.

On September 18, 2020, the Helix board of directors held a regularly-scheduled meeting. At the meeting,the board members discussed updates to the proposed combination of Helix and MOR, and all board members present were in agreement with the key economic terms of the transaction. After the meeting, Helix management reviewed the merger agreement with Nelson Mullins and provided additional input.

Following the agreement in principal of the key economic terms between MOR and Helix, MOR presented the CEO and CFO of Helix with terms of consulting agreements on September 22, 2020. Working with counsel from Helix and MOR, the parties negotiated the key terms over the ensuing weeks, although as of the date hereof the proposed consulting agreements with the CEO and CFO of Helix have not been finalized or executed.

On September 30, 2020, Nelson Mullins delivered a revised draft of the merger agreement to Duane Morris reflecting, among other things, (i) removal of the requirement that all of Helix’s indebtedness be repaid prior to the effective time of the merger, which was reinstated in Duane Morris’ September 18, 2020 draft, (ii) that the closing of the MOR private offering would be a condition to Helix’s obligation to consummate the merger (but acquiescing to Forian’s requirement that the MOR private offering would also be a condition to Forian’s obligation to consummate the merger, as reflected in Duane Morris’ September 18, 2020 draft, (iii)  certain changes with respect to the payment of a termination fee by Helix in the event the merger agreement is terminated in certain circumstances, including (A) limiting the amount of the termination fee to 110% of the expenses incurred by Forian and MOR in connection with the transaction (as opposed to an amount equal to the greater of 7% of the transaction value and the amount of the expenses incurred by Forian and MOR in connection with the transaction, as reflected in prior drafts of the merger agreement) and (B) limiting the circumstances in which the termination fee would be payable to a termination of the merger agreement by Helix

to accept a superior proposal and eliminating the requirement that the termination fee be payable in the event Forian terminates the merger agreement upon an adverse recommendation change or due to a violation of Helix’s non-solicitation obligations, (iv) inclusion of a “reverse termination fee” in the amount of $500,000 payable by Forian in the event Helix terminates the merger agreement due to a breach of any representation, warranty or covenant of Forian in the merger agreement and inclusion of MOR as a party to the merger agreement as a guarantor of Forian’s obligation to pay the reverse termination fee, (v) removal of the requirement that Helix reimburse Forian and MOR for certain expenses in the event the merger agreement is terminated due to failure of Helix’s stockholders to approve the merger at a meeting called for the purpose of voting on the merger, which was reinstated in Duane Morris’ September 18, 2020 draft, (vi) modifications to certain operating covenants applicable during the period between signing the merger agreement and the effective time of the merger, including to covenants regarding Helix’s ability to make capital expenditures and the removal of restrictions on Helix’s ability to terminate certain employees, and (vii) certain changes to the representations and warranties of Forian and Helix.

On October 2, 2020, Duane Morris delivered a revised draft of the merger agreement to Nelson Mullins reflecting, among other things, (i) reinstatement of the requirement that all of Helix’s indebtedness be repaid prior to the effective time of the merger, which again had been removed in Nelson Mullin’s September 30, 2020 revised draft of the merger agreement, (ii) the ability of either Forian or Helix to terminate the merger agreement in the event of the failure by MOR to complete the proposed private offering in the case where all of the other conditions to the closing of the merger have been satisfied or waived, (iii) certain changes with respect to the payment of a termination fee by Helix in the event the merger agreement is terminated in certain circumstances, including changes reflecting that (A) the amount of the termination fee would be equal to the greater of $1,365,000 and the amount of the expenses incurred by Forian and MOR in connection with the transaction, and (B) the circumstances in which the termination fee would be payable include termination of the merger agreement by Forian upon an adverse recommendation change or due to a violation of Helix’s non-solicitation obligation (in addition to termination of the merger agreement by Helix in order to accept a superior proposal), (iv) reinstatement of the requirement that Helix reimburse Forian and MOR for certain expenses in the event the merger agreement is terminated due to failure of Helix’s stockholders to approve the merger at a meeting called for the purpose of voting on the merger, which again had been removed in Nelson Mullin’s September 30, 2020 revised draft of the merger agreement, (v) changes to limit the circumstances in which the “reverse termination fee” would be payable to a termination of the merger agreement by Forian or MOR due to the failure by MOR to complete the proposed private offering, (vi) modifications to certain operating covenants applicable during the period between signing the merger agreement and the effective time of the merger, including rejecting certain of the changes reflected in Nelson Mullins’ September 30, 2020 draft regarding capital expenditures and termination of employees, and (vii) certain changes to the representations and warranties of Forian and Helix.

Over the next few days, Nelson Mullins discussed the proposed changes to the merger agreement in the October 2 draft with Helix management.

On October 5, 2020 and October 6, 2020, Nelson Mullins and Duane Morris exchanged revised drafts of the form of voting agreement reflecting minor changes.

On October 6, 2020, Nelson Mullins delivered a revised draft of the merger agreement to Duane Morris reflecting, among other things, (i) that Helix would deliver notices of repayment to certain holders of its indebtedness prior to the effective time of the merger, in lieu of repaying such indebtedness prior to the effective time of the merger, (ii) removal of the requirement that Helix reimburse Forian and MOR for certain expenses in the event the merger agreement is terminated due to failure of Helix’s stockholders to approve the merger at a meeting called for the purpose of voting on the merger, which requirement was reinstated in Duane Morris’ October 2, 2020 revised draft of the merger agreement, (iii) with respect to Forian’s closing condition regarding the exercise of dissenter’s rights by Helix stockholders, an increase from 1% to 5% in the percentage of shares of Helix common stock as to which dissenter’s rights under the DGCL have been exercised or remain entitled to be exercised, and (iv) changes to certain of Helix’s representations and warranties, including in regard to its capital structure.

On October 6, 2020, the Helix board of directors held a regularly-scheduled meeting. At the meeting, the board reviewed the status of negotiations regarding the merger agreement, reviewed the proposed terms and

status of the consulting agreements between Forian and the CEO and CFO of Helix, and approved the concept of an acquisition of Helix by Forian subject to satisfactory resolution of open issues in the merger agreement, the receipt of a fairness opinion from MPI and final approval of the transaction and the merger agreement by the Helix board of directors.

On October 13, 2020, Duane Morris delivered a revised draft of the merger agreement to Nelson Mullins reflecting, among other things, (i) that the merger consideration would be comprised of 0.0286 shares of Forian common stock, noting that the exchange ratio remained subject to confirmation by Forian pending receipt of the final details of Helix’s capitalization structure, (ii)  inclusion of a requirement that indebtedness under the Helix factoring agreement and the Helix Convertible Debenture be repaid prior to the effective time of the merger, instead of merely providing repayment notices in respect of such indebtedness as set forth in Nelson Mullins’ October 6, 2020 revised draft of the merger agreement, (iv) inclusion of representations and warranties regarding a loan received by an affiliate of Helix pursuant to the Paycheck Protection Program under the CARES Act (the “PPP Loan”) and inclusion of covenants regarding such loan, including covenants with respect to the forgiveness or satisfaction of such loan prior to the effective time of the merger, (v) inclusion of covenants regarding the divestiture of Helix’s guarding business, (vi) inclusion of a right of Forian to terminate the merger agreement in the event (A) Helix fails to satisfy its obligations with respect to the divestiture of the Guarding Business at least fifteen business days prior to February 26, 2021, or (B) in the event Nasdaq informs Forian that the shares of Forian common stock are not, or will not be, approved for listing, (vii) that the reverse termination fee would be payable by Helix in the event Forian terminates the merger agreement due to Helix’s failure to satisfy its obligations to divest the guarding business at least fifteen business days prior to February 26, 2021, (viii) with respect to Forian’s closing condition regarding the exercise of dissenter’s rights by Helix Stockholders, a decrease from 5% to 1% in the percentage of shares of Helix common stock as to which dissenter’s rights under the DGCL have been exercised or remain entitled to be exercised, and (ix) changes to Helix’s representations and warranties, including in regard to its capital structure.

On October 13, 2020, Helix management met with Nelson Mullins to discuss the recent changes to the merger agreement and on October 14, 2020, Nelson Mullins delivered a revised draft of the merger agreement to Duane Morris reflecting, among other things, (i) certain modifications to the covenants regarding Helix’s obligations with respect to the PPP Loan and the divestiture of the guarding business, (ii) that, instead of payment of a reverse termination fee, Helix would be required to reimburse Forian and MOR for certain expenses incurred by them in connection with the transaction in the event Forian terminates the merger agreement due to Helix’s failure to divest Helix’s guarding business at least fifteen business days prior to February 26, 2021, (iii)  with respect to Forian’s closing condition regarding the exercise of dissenter’s rights by Helix Stockholders, an increase from 1% to 5% in the percentage of shares of Helix common stock as to which dissenter’s rights under the DGCL have been exercised or remain entitled to be exercised, and (iv) changes to certain of Helix’s representations and warranties, including in regard to its capital structure.

On October 15, 2020, Duane Morris delivered a revised draft of the merger agreement to Nelson Mullins reflecting, among other things, (i) that the number of shares of Forian common stock issuable as the merger Consideration remained subject to confirmation by Forian, (ii) inclusion of a covenant permitting Forian to require Helix to repay the PPP Loan in the event the loan is not forgiven or satisfied at least fifteen business days prior to February 26, 2021, (iii) certain modifications to the covenants regarding the divestiture of Helix’s guarding business, and (iv) changes to Helix’s representations and warranties, including in regard to its capital structure.

On October 15, 2020, Helix management reviewed the proposed changes to the merger agreement with Nelson Mullins and on October 16, 2020, Nelson Mullins delivered a revised draft of the merger agreement to Duane Morris reflecting, among other things, (i) the inclusion of a representation of Forian regarding the percentage ownership of Forian’s fully diluted capitalization that Helix’s stockholders will own at the effective time of the merger, (ii) certain modifications to the covenants regarding the PPP Loan and the divestiture of Helix’s guarding business, and (iii) changes to Helix’s representations and warranties, including in regard to its capital structure. On the same day, Duane Morris and Nelson Mullins subsequently exchanged revised drafts of the merger agreement, ultimately reflecting that (i) that the merger consideration would be comprised of 0.02731 shares of Forian common stock, based on the final details of Helix’s capitalization structure as represented by Helix in the merger agreement, (ii) the inclusion of representations by Forian as to MOR’s capitalization as of

October 16, 2020, the exchange rate at which units of membership in MOR would be exchanged for shares of Forian common stock in the contribution, the agreement of MOR not to issue additional units of membership interests and (iii) further modifications to the covenant regarding the divestiture of the guarding business.

MPI, Helix’s financial advisor in connection with the proposed transaction, delivered to the board of directors of Helix an oral presentation of its opinion dated as of October 16, 2020. The MPI opinion states that as of such date, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders of the outstanding shares of Helix common stock pursuant to the merger agreement was fair from a financial point of view to Helix shareholders. See “Description of Fairness Opinion,” below. Following delivery of the MPI opinion, the Helix board of directors approved the transactions and the merger agreement. MPI subsequently delivered a written version of its opinion to the Helix board of directors.

On October 16, 2020, Helix entered into the merger agreement with Forian, Merger Sub and MOR.

At its meeting on October 16, 2020, the Helix board adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Helix and its stockholders. The Helix board unanimously recommends that the Helix stockholders vote “FOR” each of the merger proposal, the merger-related compensation proposal, the re-pricing proposal and the adjournment proposal.

In evaluating the merger agreement, the Helix board consulted with and received the advice of Helix’s senior management and its legal and financial advisor. In reaching its decision, the Helix board considered a number of factors, including, but not limited to, the following factors which the Helix board viewed as generally supporting its decision to adopt and enter into the merger agreement and its recommendation that Helix stockholders vote “FOR” each of the merger proposal, the merger-related compensation proposal, the re-pricing proposal and the adjournment proposal.

Helix’s management and board of directors regularly conduct limited market checks to evaluate enterprise value, performance and potential combinations. This process consists of regularly discussing with investment bankers, competitors and other synergistic companies potential financings, valuation analysis, and mergers and acquisitions.

After careful consideration, Helix’s board of directors, at a meeting held on October 16, 2019, unanimously determined that the merger agreement and the transactions contemplated thereby to be fair and in the best interest of Helix and its stockholders. Accordingly, Helix’s board of directors approved the merger agreement and unanimously recommends that Helix’s stockholders vote “FOR” the adoption of the merger agreement.

In evaluating the merger agreement and reaching its decision to approve the merger agreement and recommend that Helix’s stockholders adopt the merger agreement, Helix’s board consulted with Helix’s management, as well as its outside legal and financial advisors, and considered a number of factors, including the following material factors (not in any relative order of importance):

Helix’s board also considered potential risks and a variety of potential negative factors in connection with its deliberations concerning the merger agreement and the merger, including the following material factors (not in any relative order of importance):

Based on the factors described above, the board of Helix determined that the merger with Forian would be advisable and in the best interests of Helix and its stockholders and other constituencies the board was authorized by law and by its certificate of incorporation to consider, and adopted the merger agreement and resolved to recommend its approval to the stockholders of Helix.

The foregoing discussion of the information and factors considered by the Helix board of directors is not intended to be exhaustive but includes the material factors considered by the Helix board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Helix board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, the individual members of the Helix board of directors may have given different weight to different factors. The Helix board of directors conducted an overall analysis of the factors described above including through discussions with, and questioning of, Helix’s management and Helix’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination to adopt the merger agreement and recommend its approval to Helix’s stockholders.

The Board of Directors (the “Board”) of Helix Technologies, Inc. (“Helix” or the “Company”) engaged and retained Management Planning, Inc. (“MPI” or the “Advisor”) to deliver an opinion to the Board (the “Opinion”) as to the fairness, from a financial point of view, to the Company’s shareholders of the exchange of (a) 100% of the fully diluted common stock of Helix (160,307,826 shares) for (b) 4,420,000 shares (net of options and warrants) of Forian, Inc. (“Forian”). The balance of Forian’s issued and outstanding shares (12,531,044) will be issued to equity holders of Medical Outcomes Research Analytics, LLC (“MOR”) in connection with Forian’s acquisition of MOR (collectively,the “Transaction”).

On October 16, 2020, MPI delivered certain of its written analyses and its oral opinion to the Board, subsequently confirmed in writing as of the same date, to the effect that and subject to the various assumptions, qualifications and limitations set forth therein, as of October 14, 2020, and subject to the limitations stated herein, the Transaction is fair from a financial point of view to the Stockholders considered in the context of the Transaction viewed in its entirety.

The full text of MPI’s written opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by MPI in delivering its Opinion, is attached as Appendix C hereto and incorporated by reference. The Opinion should be read carefully and in its entirety. The Opinion is limited to the fairness, from a financial point of view, to the Stockholders of Helix (the “Stockholders”) as it pertains to the resulting equity stake in Forian in exchange for 100% of the fully diluted common stock of Helix pursuant to the terms of Transaction. MPI expresses no opinion as to the appropriateness of the process conducted by the Company, or its representatives, in soliciting or negotiating the Transaction. The Opinion does not address the relative merits of the Transaction as compared to other investment alternatives or strategies that might be available to the Company, nor does it address the underlying decision of the Board or Helix to proceed with the Transaction. The Opinion is not intended to be and does not constitute a recommendation to the Board as to whether it should vote in favor of the Transaction.

In arriving at its Opinion, MPI reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

MPI was provided and has relied upon a representation letter from Scott Ogur, Chief Financial Officer of the Company, regarding, among other things, the accuracy and completeness of the information provided to MPI in connection with rendering the Opinion. MPI has not independently verified any of the information concerning the Company or MOR with which it was provided in connection with its review of the Transaction and, for purposes of the Opinion, MPI has assumed and relied upon the accuracy and completeness of all such information. With respect to the projected financial information made available to MPI and used in the analysis, MPI has assumed that it has been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of each company, respectively, as to expected future financial performance.

MPI has not been engaged to assess the achievability of such projections or assumptions used in management’s forecast for either company. In addition, MPI has not conducted a physical inspection or appraisal of any of the assets, properties, or facilities of the Company or MOR, nor has MPI been furnished with any such

evaluation or appraisal. The Opinion is based upon market, economic, financial and other considerations as they existed on, and can be evaluated as of, October 14, 2020. Any change in such conditions will require a reevaluation. MPI has assumed that there are no legal issues regarding the Company or the Transaction that would affect the Opinion and has relied on this assumption without undertaking any independent investigation or inquiry. MPI provided no legal advice to any person (or entity) in connection with the Transaction.

MPI did not consider any potential legislative or regulatory changes being considered or recently enacted by the United States, Canada or any other foreign government or other regulatory body, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the Securities and Exchange Commission, the Financial Accounting Standards Board, Canadian securities regulatory authorities or any similar foreign regulatory body or board.

In rendering its Opinion, MPI has assumed that the Transaction will be consummated on the terms and subject to the conditions described in the Agreement. MPI has also assumed that all necessary governmental and regulatory approvals and third-party consents will be obtained on terms and conditions that will not have a material adverse effect on the Transaction. MPI assumed that the final form of the Agreement would be substantially similar to the last draft received by MPI prior to rendering its Opinion. MPI assumed that the Transaction will be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable rules and regulations. MPI’s Opinion does not constitute a recommendation to the Stockholders as to how to vote on the Transaction. MPI’s Opinion does not imply any conclusion as to what the value, price or the trading range of Helix common stock actually will be before or after the announcement or the consummation of the Transaction, which may vary depending on numerous factors that generally influence the price of securities.

The following is a summary of the primary financial analyses performed by MPI to arrive at its Opinion. The summary of MPI’s analyses includes information presented in tabular format. In order to fully understand the financial analyses, the tables must be read in conjunction with the text related to each summary. It should be noted that the tables alone do not constitute a complete description of the financial analyses. Therefore, considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. MPI performed certain procedures, including each of the financial analyses described below, and reviewed with the Board and management of Helix the assumptions on which such analyses were based and other factors, including the historical and projected financial results of Helix and MOR.

In arriving at its Opinion, MPI reviewed details pertaining to the Transaction, Helix and MOR and determined its valuation process, approaches and methodologies accordingly. The Opinion contemplates the indicated values of Helix, MOR and Forian and the fairness, from a financial point of view, to the Stockholders. In determining the value of Forian MPI completed the following:

Analysis of Selected Publicly Traded Companies. MPI identified a group of publicly traded companies (SaaS businesses operating in the cannabis industry) that exhibited investment characteristics as similar as possible to Helix for use as valuation guidelines (the “Helix Guideline Companies”). MPI reviewed and

compared certain financial and operating information pertaining to Helix to data derived from the Helix Guideline Companies. The selected companies were as follows:

Following a closer review of the Helix Guideline Companies, MPI elected to not rely upon a market approach in its determination of value for Helix. Lack of profitability, limited analyst projections, differences in growth outlook, and other qualitative factors limited comparability between Helix and the Helix Guideline Companies. Although the market approach was not directly utilized, certain market data gathered from the Helix Guideline Companies was deemed useful and incorporated in parts of the selected valuation approach.

Discounted Cash Flow Analysis. MPI performed a discounted cash flow analysis to determine the present value of Helix’s projected cash flows and determine a range of estimated enterprise values for the Company. Management provided a breakdown of future performance by operating segment (government and commercial) for the 2020-2023 fiscal years, which included information necessary to determine the after-tax, unlevered cash flows of each segment. After-tax, unlevered cash flow was computed by reducing projected EBIT by the Company’s estimated tax rate, expected changes in working capital, and capital expenditures and adding back projected depreciation and amortization. MPI also contemplated the differences in the Company’s operating segments as it pertains to customer attrition, customer concentration, pricing structures, market trends, growth, overall risk, and other factors. In performing this analysis, MPI utilized discount rates for the government and commercial segments that ranged from 20% to 24% and 25% to 29%, respectively. MPI determined these discount rates based on the estimated weighted average cost of capital analysis for each segment and applied the rates to the projected after-tax, unlevered free cash flows of each segment. Next, MPI utilized terminal multiples of revenue, for the government and commercial segments, ranging from 0.75x to 1.75x. The range of multiples was selected by MPI in its professional judgment and based on the enterprise value to revenue ratios observed among the Helix Guideline Companies. Based upon MPI’s analysis of Helix’s projected after-tax, unlevered cash flows, bifurcated by operating segments and incorporating the variables as described herein, the implied enterprise values of Helix’s government and commercial segments were $1.1 million to $1.7 million and $18.7 million to $29.9 million, respectively. The described analysis indicated a total concluded enterprise value range for Helix of $19.8 million to $31.6 million.

Concluded Equity Value. MPI utilized the indicated enterprise value range of $19.8 million to $31.6 million in its determination of the implied equity value of Helix. Next, adjustments were made for debt, a working capital deficiency, cash (net of contingent claims), potential tax savings on net operating losses and the value of options and warrants outstanding. The determination of the equity value for Helix is summarized below:

Analysis of Selected Publicly Traded Companies. MPI identified a group of publicly traded companies (CROs and healthcare/life sciences data analytics firms) that exhibited investment characteristics as similar as possible to MOR for use as valuation guidelines (the “MOR Guideline Companies”). MPI reviewed and compared certain financial and operating information pertaining to MOR to data derived from the MOR Guideline Companies. The selected companies were as follows:

MPI reviewed, among other information, the indicated enterprise value (calculated as total market capitalization based on closing stock prices on October 14, 2020 plus debt, less cash) as a multiple of three-year projected revenues for each of the MOR Guideline Companies. Financial data of the MOR Guideline Companies was obtained from research analysts’ estimates, financial filings and other information available to the public. Financial data of MOR was obtained based on management’s projection estimates and input regarding the company’s cannabis and life sciences segment. Based on this observed data, MPI selected and applied a range of multiples to MOR’s three-year projected revenue for its cannabis and life sciences segments. This analysis indicated the following reference range of approximate aggregate enterprise values for MOR:

After applying the selected range of multiples to the three-year projected revenues of the cannabis and life sciences segments of $4.2 million and $16.8 million, respectively, the resulting enterprise value ranges were $6.3 million to $8.4 million and $25.2 million to $33.6 million, respectively. The described analysis indicated a total concluded enterprise value range for MOR of $31.5 million to $42.0 million.

Discounted Cash Flow Analysis. MPI also performed a discounted cash flow analysis to determine the present value of MOR’s projected cash flows and determine a range of estimated enterprise values for the company. Management provided information to estimate a breakdown of future performance by operating segment (cannabis and life sciences) for the 2020-2025 fiscal years, which also included information necessary to determine the after-tax, unlevered cash flows of each segment. Given the company’s pre-revenue nature and its relatively untested market strategy, there is a significant level of execution risk inherent in MOR’s forecasts. Consequently, MPI’s analysis of MOR considered certain market-based assumptions for profitability. Specifically, in its analysis of MOR, MPI reduced projected EBITDA margins to 14% in FY2023 to be in line with current market levels observed among the MOR Guideline Companies. MPI also utilized FY2023 as the terminal period of the company’s forecast with the view that operations beyond that point were significantly more subject to speculation. With these adjustments in mind, after-tax, unlevered cash flow was computed by reducing projected EBIT by MOR’s estimated tax rate, expected changes in working capital, and capital expenditures and adding back projected depreciation and amortization. MPI also contemplated the differences in MOR’s operating segments as it pertains to pricing structures, customer base, expected customer commitments, market trends, growth, overall risk, and other factors. In performing this analysis, MPI utilized discount rates for the cannabis and life sciences segments that ranged from 23% to 27% and 19% to 23%, respectively. MPI determined these discount rates based on the estimated weighted average cost of capital analysis for each segment of MOR and applied the rates to the after-tax, unlevered free cash flows of each segment. Next, MPI utilized terminal multiples of EBITDA for the cannabis and life sciences segments ranging from 11.0x to 15.0x. The range of multiples was selected by MPI in its professional judgment and based upon the enterprise value to EBITDA ratios observed among the MOR Guideline Companies. Based upon MPI’s analysis of MOR’s projected after-tax, unlevered cash flows, bifurcated by operating segment and incorporating the variables as described herein, the implied enterprise values of MOR’s cannabis and life sciences segments were $6.1 million to $15.3 million and $20.6 million to $38.0 million, respectively. The described analysis indicated total a concluded enterprise value range for MOR of $26.7 million to $53.3 million.

Concluded Equity Value. MPI utilized the indicated enterprise value range from the market approach, the income approach, as well as MOR’s Capital Raise Pre-Money Valuation (net of cash), in its determination of total concluded enterprise value range of $31.2 million to $43.6 million. To arrive at equity value, MPI added cash to the concluded enterprise value range. The determination of the equity value for MOR is summarized below:

Share Conversion Ratio. As outlined above, pursuant to the terms of the Transaction, 160,307,826 fully diluted shares of common stock of Helix are converted into 4,420,000 shares (excluding options and warrants) of Forian. With the remaining shares of Forian issued in exchange for the fully diluted equity of MOR.

MPI has acted as financial advisor to the Board in connection with the Transaction and will receive a fee of $120,000 for such services. MPI’s fee is not contingent upon the closing of the Transaction. Please also note that MPI has not rendered valuation services to the Company in the past. The Company has agreed to indemnify MPI for certain liabilities arising out of the rendering of its Opinion.

MPI prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the exchange of the fully diluted common equity of Helix for the shares of Forian. Any estimates contained in these analyses are not necessarily indicative of actual future results. Accordingly, MPI assumes no responsibility if future results are materially different from those forecasted in such estimates.

The Company selected MPI to prepare the fairness opinion in connection with the Transaction based on MPI’s reputation. The issuance of MPI’s Opinion was authorized by MPI’s fairness opinion committee. The foregoing description is only a summary of the analyses and examinations that MPI deems material to its Opinion. It is not a comprehensive description of all analyses and examinations actually conducted by MPI. The preparation of a fairness opinion is a complex process that involves various judgments and determinations as to

the most appropriate and relevant assumptions and financial analyses and the application of these methods to the particular circumstances and, therefore such an opinion is not readily susceptible to partial analysis or summary description. MPI believes that its analyses and the summary set forth herein must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all analyses and factors, would create an incomplete view of the process underlying the analyses set forth in its presentation to the Board. In addition, MPI may have given some analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis.

In performing its analyses, MPI made numerous assumptions with respect to industry and market information, general business and economic conditions and other matters, many of which are beyond the control of the Company. The analyses performed by MPI are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by these analyses. These analyses were prepared solely as part of the analysis performed by MPI with respect to its Opinion.

In connection with the proposed merger Helix management and MOR management, prepared forecasts relating to Helix and MOR (without giving effect to the business combinations) that included forecasted future financial and operating performance. These non-public forecasts were provided to MPI for use and reliance in its financial analysis in preparation of its opinion to the Helix board of directors. A summary of these forecasts is set forth below.

You should be aware that uncertainties are inherent in prospective financial information of any kind. None of Helix or MOR or any of their respective affiliates, advisors, officers, directors, managers or representatives has made or makes any representation or can give any assurance to any Helix stockholder, or any other person regarding the ultimate performance of Helix or MOR compared to the summarized information set forth below or that any such results will be achieved. The Helix and MOR forecasts were prepared solely for internal purposes and not with a view toward public disclosure or toward compliance with generally accepted accounting principles in the United States (“GAAP”), the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. They were, however, in the view of Helix’s and MOR’s management, prepared on a reasonable basis and reflected the best currently available estimates and judgments when they were prepared. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this proxy statement/prospectus are cautioned not to rely on these forecasts.

Helix and MOR use a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring operating performance, including Helix’s use of earnings before interest and taxes (“EBIT”). While Helix believes that these non-GAAP financial measures provide meaningful information to help investors understand its operating results and to analyze Helix’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Helix’s competitors and may not be directly comparable to similarly titled measures of Helix’s competitors due to potential differences in the exact method of calculation. Further, these non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures.

The summary forecasts set forth below summarize the forecasts made available by the parties to the merger to their respective legal and financial advisors. The inclusion of the following summary forecasts in this proxy statement/prospectus should not be regarded as an indication that Helix, MOR or their respective representatives considered or consider the forecasts to be necessarily predictive of actual future performance or events, and the summary forecasts set forth below should not be relied upon as such.

Neither Helix’s nor MOR’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the forecasts set forth below, nor have they expressed nor will they express any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the forecasts.

Internal forecasts, such as those set forth below, are inherently subjective in nature, susceptible to interpretation and, accordingly, are not guarantees that the result indicated by such forecasts will be achieved.

The internal financial forecasts also reflect numerous assumptions made by management, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Helix or MOR. Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the following projected financial information was based will be realized and, in fact, may have proven to have been, or may longer be, accurate. There will be differences between actual and forecasted results, and the differences may be material. Because the forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. Furthermore, any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods − any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. The forecasts do not take into account any circumstances or events occurring after the date they were prepared. Neither MOR nor Helix intend to update or revise the forecasts.