☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
85-3467693
|
|
(State of Other Jurisdiction of incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
41 University Drive, Suite 400, Newtown, PA
|
18940
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name Of Each Exchange
On Which Registered
|
||
Common Stock, $0.001 Par Value per Share
|
FORA
|
The Nasdaq Stock Market LLC
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☒
|
Page
|
|
PART I
|
|
Item 1. Business
|
4 |
Item 1A. Risk Factors
|
12 |
Item 1B. Unresolved Staff Comments
|
25 |
Item 2. Properties
|
25 |
Item 3. Legal Proceedings
|
25 |
Item 4. Mine Safety Disclosures
|
25 |
PART II
|
|
26 | |
Item 6. Selected Financial Data
|
26 |
26 | |
30 | |
30 | |
46 | |
Item 9A. Controls and Procedures
|
46 |
Item 9B. Other Information
|
46 |
PART III
|
|
47 | |
Item 11. Executive Compensation
|
54 |
58 | |
59 | |
61 | |
PART IV
|
|
61 | |
Item 16. Form 10-K Summary
|
62
|
• |
the delivery of evidence-based insight into the safety and efficacy of ethical pharmaceuticals and emerging therapies to equipment manufacturers, physicians, caregivers, payers and patients with credible evidence
to improve patient care and health outcomes;
|
• |
the empowerment of regulators to more granularly assess the safety, health, social and economic outcomes associated with all therapeutic options as the cannabis market scales and emerging therapies are adopted as
mainstream therapeutic alternatives; and
|
• |
the creation of new standards for product and treatment classification in emerging therapeutic markets where no existing or widely adopted standards exist today.
|
•
|
Scalable approach to privacy-focused analytics software. Our solutions are purpose built to address the analytic needs of healthcare and cannabis stakeholders
across the product or patient journey. We are developing scalable, data driven analytics solutions in cannabis to drive evidence-based decisions where none exist today.
|
•
|
Large integrated longitudinal database. Our proprietary database processes, integrates, deidentifies and standardizes
medical, hospital and pharmacy claims datasets along with cannabis point of sale data, consumer behavior and demographic-level data and other datasets to produce a longitudinal database that encompass the vast majority of the U.S.
population.
|
• |
Drive growth by acquiring new commercial and government customers. We believe that nearly all organizations that discover, develop, produce and
market therapeutic and cannabis products must embrace data driven analytics to compete effectively. As such, the opportunity to continue growing our customer base is significant.
|
• |
Increase usage and upsell within our existing customer base. We plan to continue investing in sales and marketing, with a focus on driving greater
use of our newer SaaS, DaaS and RWE offerings to deliver more value to and expand our relationships with our customers, leading to scale and operating leverage for our business.
|
• |
Leverage our scalable platform into new markets. Our platform provides innovative benefits to the life science, payer, provider,
government and legal cannabis markets. We believe there is significant opportunity to deploy the use of our platform in adjacent industries.
|
• |
Expand our data and strategic partner network. Our business intelligence is derived partly from data generated through our
commercial products as well as acquired from strategic data partners. As part of our growth strategy, we may seek to acquire assets or companies that are synergistic with our business and add to our data assets and offering sets.
|
• |
latent impacts resulting from the diversion of our management team’s attention from ongoing business concerns as a result of the devotion of management’s attention to the transactions and performance shortfalls at one or both of the
companies;
|
• |
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;
|
• |
the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the intended tax efficient transactions;
|
• |
unanticipated issues in integrating information technology, communications programs, financial procedures and operations and other systems, procedures and policies;
|
• |
difficulties in managing a larger combined company, addressing differences in business culture and retaining key personnel;
|
• |
unanticipated changes in applicable laws and regulations;
|
• |
managing tax costs or inefficiencies associated with integrating the operations of the combined company and any contemplated tax efficient separation transaction; and
|
• |
coordinating geographically separate organizations.
|
• |
The failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion;
|
• |
Product defects, errors or failures or our inability to satisfy customer service level requirements;
|
• |
Negative publicity or negative private statements about the security, performance or effectiveness of our platforms or product enhancements;
|
• |
Delays in releasing to the market new offerings or enhancements to existing offerings;
|
• |
Introduction or anticipated introduction of competing platforms or functionalities by competitors;
|
• |
Inability of our platforms or product enhancements to scale and perform to meet customer demands;
|
• |
Receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance;
|
• |
Reluctance of customers to purchase proprietary software products; and
|
• |
Reluctance of customers to purchase products incorporating open source software.
|
• |
changes in stock market analyst recommendations or earnings estimates regarding our common stock, other companies comparable to us or companies in the industries we serve;
|
• |
actual or anticipated fluctuations in our operating results or future prospects;
|
• |
• |
strategic actions taken by us or our competitors, such as any contemplated business separation, acquisitions or restructurings;
|
• |
failure of the combined company to achieve the perceived benefits of the transactions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts;
|
• |
adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and
|
• |
sales of common stock by us, members of our management team or significant stockholders.
|
Item 1B. |
Unresolved Staff Comments
|
Item 2. |
Properties
|
Item 3. |
Legal Proceedings
|
Item 5.
|
|
Year
Ended
December
31, 2020
|
inception (May 6,
2019) through
December 31, 2019
|
||||||
|
||||||||
Revenues
|
$
|
544,871
|
$
|
—
|
||||
38,293
|
—
|
|||||||
Gross profit
|
506,578
|
—
|
||||||
Research and development
|
2,509,666
|
827,474
|
||||||
Selling, general and administrative expenses
|
2,980,669
|
464,698
|
||||||
Loss from operations
|
$
|
(4,983,757
|
)
|
$
|
(1,292,172
|
)
|
|
Year Ended
December
|
|||||||
|
||||||||
Net cash used in operating activities
|
$
|
(4,250,734
|
)
|
$
|
(1,032,372
|
)
|
||
Net cash used in investing activities
|
(11,399,997
|
)
|
(151,434
|
)
|
||||
Net cash provided by financing activities
|
16,315,700
|
1,184,300
|
||||||
$
|
664,969
|
$
|
494
|
December 31,
2020
|
December 31,
2019
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
665,463
|
$
|
494
|
||||
Marketable securities
|
11,501,844
|
149,767
|
||||||
Accounts receivable
|
22,996
|
-
|
||||||
Contract assets
|
196,701
|
-
|
||||||
Prepaid expenses
|
120,979
|
25,365
|
||||||
Total Current Assets
|
12,507,983
|
175,626
|
||||||
Property and Equipment, Net
|
46,358
|
3,419
|
||||||
Total Assets
|
$
|
12,554,341
|
$
|
179,045
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
Current Liabilities:
|
||||||||
Promissory notes
|
$
|
-
|
$
|
184,300
|
||||
Accounts payable
|
647,601
|
6,400
|
||||||
Accrued expenses
|
480,741
|
269,376
|
||||||
Deferred revenues
|
158,884
|
-
|
||||||
Total Current Liabilities
|
1,287,226
|
460,076
|
||||||
Commitments and Contingencies (Note 14)
|
||||||||
Stockholders’ Equity (Deficit):
|
||||||||
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 Shares issued and outstanding as of December 31, 2020 and 2019
|
-
|
-
|
||||||
Common Stock; par value $0.001; 95,000,000 Shares authorized; 21,233,039 issued and outstanding as of December 31, 2020 and 7,713,528 issued and outstanding as of December 31, 2019
|
21,233
|
7,713
|
||||||
Additional paid-in-capital
|
17,514,907
|
1,000,098
|
||||||
Accumulated deficit
|
(6,269,025
|
) |
(1,288,842
|
) | ||||
Total Stockholders’ Equity (Deficit)
|
11,267,115
|
(281,031
|
) | |||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
12,554,341
|
$
|
179,045
|
|
Year Ended
December 31,
2020
|
May 6, 2019
Through
December 31,
2019
|
||||||
|
||||||||
Revenues:
|
||||||||
Data subscription
|
$
|
544,871
|
$
|
-
|
||||
Cost of Revenues:
|
||||||||
Cost of subscription revenue
|
38,293
|
|
-
|
|||||
Gross Profit
|
506,578
|
|
-
|
|||||
|
||||||||
Operating Expenses:
|
||||||||
Research and development
|
2,509,666
|
827,474
|
||||||
Selling, general and administrative
|
2,980,669
|
464,698
|
||||||
Total Operating Expenses
|
5,490,335
|
1,292,172
|
||||||
|
||||||||
Loss From Operations
|
(4,983,757
|
)
|
(1,292,172
|
)
|
||||
|
||||||||
Other Income (Expense):
|
||||||||
Investment income
|
3,574
|
3,330
|
||||||
3,574
|
3,330
|
|||||||
|
||||||||
Net loss before income taxes
|
|
(4,980,183
|
)
|
|
(1,288,842
|
)
|
||
Income tax expense
|
-
|
-
|
||||||
Net loss |
|
$
|
(4,980,183
|
) |
$
|
(1,288,842
|
) | |
Basic and diluted net loss per common share | $ |
(0.38
|
) |
$
|
(0.27
|
)
|
||
Weighted-average shares outstanding
|
13,189,623
|
4,739,471
|
|
Common Stock
|
|||||||||||||||||||||||||||
|
per share
|
per share
|
Paid In Capital
|
Accumulated
Deficit
|
Equity (Deficit)
|
|||||||||||||||||||||||
Balance May 6, 2019
|
-
|
$
|
-
|
|
-
|
$
|
-
|
$
|
$
|
-
|
$
|
-
|
||||||||||||||||
Issuance of MOR Class A Units
|
-
|
|
-
|
7,292,113
|
|
7,292
|
|
992,708
|
|
1,000,000
|
||||||||||||||||||
-
|
-
|
421,415
|
421
|
7,390
|
7,811
|
|||||||||||||||||||||||
Net loss
|
|
(1,288,842
|
)
|
(1,288,842
|
)
|
|||||||||||||||||||||||
Total Stockholders’ Equity at December 31, 2019
|
-
|
$
|
-
|
7,713,528
|
$
|
7,713
|
$
|
1,000,098
|
$
|
(1,288,842
|
)
|
$
|
(281,031
|
)
|
||||||||||||||
|
||||||||||||||||||||||||||||
Issuance MOR Series S Units
|
|
-
|
5,316,284
|
|
5,316
|
|
3,310,384
|
|
3,315,700
|
|||||||||||||||||||
Issuance of MOR Series S-1 Units
|
6,178,137
|
6,178
|
12,993,822
|
|||||||||||||||||||||||||
Issuance of MOR Series S in exchange for MOR Promissory notes
|
-
|
-
|
295,501
|
296
|
184,004
|
|||||||||||||||||||||||
Vested MOR Class B Profit Interest Units
|
-
|
1,729,589
|
27,447
|
|||||||||||||||||||||||||
Stock Based Compensation Expense
|
882
|
|||||||||||||||||||||||||||
Net loss
|
(4,980,183
|
)
|
(4,980,183
|
)
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total Stockholders’ Equity at December 31, 2020
|
$
|
-
|
21,233,039
|
$
|
21,233
|
$
|
17,514,907
|
$
|
(6,269,025
|
)
|
$
|
11,267,115
|
Year Ended
December 31,
2020
|
May 6, 2019
Through
December 31,
2019
|
|||||||
|
||||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$
|
(4,980,183
|
)
|
$
|
(1,288,842
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Non Cash Income and Expense:
|
||||||||
Depreciation
|
8,555
|
854
|
||||||
Stock based compensation
|
28,329
|
7,811
|
||||||
Realized and unrealized gains on investments
|
(3,574
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(22,996
|
)
|
-
|
|||||
Contract assets
|
(196,701
|
)
|
-
|
|||||
Prepaid expenses
|
(95,614
|
)
|
(25,365
|
)
|
||||
Accounts payable
|
641,201
|
6,400
|
||||||
Accrued expenses
|
211,365
|
266,770
|
||||||
Deferred revenue
|
158,884
|
-
|
||||||
Net Cash Used in Operating Activities
|
(4,250,734
|
)
|
(1,032,372
|
)
|
||||
|
||||||||
Cash Flows From Investing Activities:
|
||||||||
Purchases of marketable securities, net
|
(11,348,503
|
)
|
(149,767
|
)
|
||||
Purchases of property and equipment
|
(51,494
|
)
|
(1,667
|
)
|
||||
Net Cash Used in Investing Activities
|
(11,399,997
|
)
|
(151,434
|
)
|
||||
|
||||||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from issuance of promissory notes
|
-
|
184,300
|
||||||
Proceeds from Stockholders’ contributions
|
16,315,700
|
1,000,000
|
||||||
Net Cash Provided by Financing Activities
|
16,315,700
|
1,184,300
|
||||||
|
||||||||
Net Increase in Cash and Cash Equivalents
|
664,969
|
494
|
||||||
|
||||||||
Cash and Cash Equivalents, Beginning of Period
|
494
|
-
|
||||||
|
||||||||
Cash and Cash Equivalents, End of Period
|
$
|
665,463
|
$
|
494
|
||||
|
||||||||
|
||||||||
Supplemental Disclosure of Cash Flow Information
|
||||||||
|
||||||||
Interest Paid
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Purchases of property and equipment
|
$
|
-
|
$
|
2,606
|
*
|
|||
Promissory notes converted to Series S preferred units
|
$
|
184,300
|
$
|
-
|
Note 1 |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS
|
Note 2 |
BASIS OF PRESENTATION
|
Note 3 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Contract assets
|
||||
Balance at January 1, 2020
|
$
|
-
|
||
Add: Revenue recognized from related contract assets
|
366,667
|
|||
Add: Contract acquisition costs capitalized
|
53,784
|
|||
(223,750
|
)
|
|||
Balance at December 31, 2020
|
$
|
196,701
|
Contract Liabilities (Deferred Revenue)
|
||||
Balance at January 1, 2020
|
$
|
-
|
||
Add: Payments received in 2020
|
334,092
|
|||
Less: Revenue recognized during the year
|
(175,208
|
)
|
||
Balance at December 31, 2020
|
$
|
158,884
|
Note 4 |
Note 5 |
PREPAID EXPENSES
|
Note 6 |
PROPERTY AND EQUIPMENT
|
|
As of
December 31,
|
|||||||
|
2020
|
2019
|
||||||
Personal computing equipment
|
$
|
55,767
|
$
|
4,273
|
||||
Less accumulated depreciations
|
(9,409
|
)
|
(854
|
)
|
||||
Property and equipment, net
|
$
|
46,358
|
$
|
3,419
|
Note 7 |
OPERATING LEASES
|
Note 8 |
PROMISSORY NOTES
|
Note 9 |
ACCRUED EXPENSES
|
As of
December 31,
|
||||||||
2020
|
2019
|
|||||||
Employee compensation
|
$
|
346,720
|
$
|
39,177
|
||||
Engineering & technology
|
8,825
|
227,593
|
||||||
Transaction-related
|
125,196
|
-
|
||||||
Other
|
-
|
2,606
|
||||||
$
|
480,741
|
$
|
269,376
|
Note 10 |
Number of
Restricted Shares
|
Weighted
Average Grant Date Fair Value Per Share |
|||||||
$ | - | $ | - | |||||
|
|
0.62
|
||||||
Vested
|
421,415
|
0.62
|
||||||
-
|
||||||||
0.62
|
||||||||
1.21
|
||||||||
-
|
-
|
|||||||
$
|
$
|
1.28
|
Note 11 |
Note 12 |
NET LOSS PER SHARE
|
ended December
31, 2020
|
period from
inception
(May 6, 2019)
through
December 31,
2019
|
|||||||
|
|
|
|
|
||||
Net loss
|
$
|
(4,980,183
|
)
|
$
|
(1,288,842
|
)
|
||
Weighted average common shares outstanding, basic and diluted
|
13,189,623
|
$
|
4,739,471
|
|||||
Net loss per share, basic and diluted
|
$
|
(0.38
|
) |
$
|
(0.27
|
) |
ended
2020
|
from inception
(May 6, 2019)
through
December 31,
2019
|
|||||||
Unvested Restricted Stock
|
1,699,676
|
|
1,237,396
|
Note 13
|
RELATED PARTY TRANSACTIONS
|
Note 14 |
COMMITMENTS AND CONTINGENCIES
|
Year ending December 31, 2021
|
$
|
533,488
|
||
Year ending December 31, 2022
|
272,187
|
|||
$
|
805,675
|
Note 15 |
MERGER WITH HELIX TECHNOLOGIES
|
Note 16 |
SUBSEQUENT EVENTS
|
Name
|
|
Age
|
|
Position
|
Executive Officers
|
|
|
|
|
Max Wygod
|
|
33
|
|
Executive Chairman
|
Daniel Barton
|
|
56
|
|
Chief Executive Officer and Director
|
Adam Dublin
|
|
55
|
|
Chief Strategy Officer and Director
|
Clifford Farren
|
|
57
|
|
Chief Financial Officer
|
Edward Spaniel, Jr.
|
|
51
|
|
Executive Vice President, General Counsel and Secretary
|
Directors
|
|
|
|
|
Mark J. Adler, M.D.
|
|
64
|
|
Director
|
Ian G. Banwell
|
|
57
|
|
Director
|
Jennifer Hajj
|
|
37
|
|
Director
|
Shahir Kassam-Adams
|
|
61
|
|
Director
|
Scott Ogur
|
|
49
|
|
Director
|
Stanley S. Trotman, Jr.
|
|
77
|
|
Director
|
Alyssa F. Varadhan
|
|
40
|
|
Director
|
Kristiina Vuori, M.D., Ph.D.
|
|
53
|
|
Director
|
Martin J. Wygod
|
|
81
|
|
Director
|
|
• |
the Class I directors are Mr. Martin Wygod, Mr. Ogur, Mr. Trotman and Dr. Vuori and their term will expire at our first annual meeting of stockholders following the closing of the business
combination;
|
|
• |
|
• |
the Class III directors are Mr. Max Wygod, Mr. Banwell, Mr. Dublin and Ms. Varadhan, and their terms will expire at the third annual meeting of stockholders following the closing of the
business combination.
|
|
• |
appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
|
|
• |
overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
|
|
• |
reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
|
|
• |
coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
|
|
• |
discussing our risk management policies;
|
|
• |
meeting independently with our internal auditing staff, if any, registered public accounting firm and management;
|
|
• |
reviewing and approving or ratifying any related person transactions; and
|
|
• |
preparing the audit committee report required by SEC rules.
|
|
• |
|
• |
overseeing and administering cash and equity incentive plans;
|
|
• |
reviewing and making recommendations to our board of directors with respect to director compensation; and
|
|
• |
preparing the annual compensation committee report required by SEC rules, to the extent required.
|
|
• |
identifying individuals qualified to become board members;
|
|
• |
recommending to our board of directors the persons to be nominated for election as directors and to each board committee;
|
|
• |
developing and recommending to our board of directors corporate governance guidelines, and reviewing and recommending to our board of directors proposed changes to the our corporate
governance guidelines from time to time; and
|
|
• |
overseeing a periodic evaluation of our board of directors.
|
• |
Max Wygod, Executive Chairman
|
• |
Adam Dublin, Chief Strategy Officer and Director
|
• |
Dan Barton, Chief Executive Officer and Director
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
All
Other
Compensation
($)(2)
|
Total
($)
|
||||||||||||||||
Max Wygod
Executive Chairman and Co-Founder
|
2020
|
46,875
|
—
|
8,864
|
—
|
55,739
|
||||||||||||||||
|
2019
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||
Adam Dublin
Chief Strategy Officer and Co-Founder
|
2020
|
80,199
|
—
|
8,864
|
33,500
|
122,563
|
||||||||||||||||
|
2019
|
12,500
|
—
|
—
|
—
|
12,500
|
||||||||||||||||
Dan Barton
Chief Executive Officer
|
2020
|
309,577
|
87,500
|
5,145
|
—
|
314,722
|
||||||||||||||||
|
2019
|
41,667
|
20,625
|
5,661
|
—
|
67,953
|
(1)
|
Amounts reflect the full grant date fair value of profits interests granted, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named
individual.
|
(2) |
Represents commissions earned in 2020.
|
|
|
Forian Stock Awards
|
|
|||||||||||||
Name
|
|
Number of
shares
that have
not vested
(#)
|
|
|
Market
value of
shares
that have
not vested
($)
|
|
|
Equity incentive
plan awards:
Number of
shares
that have
not vested
(#)
|
|
|
Equity incentive
plan awards:
Market
value of
shares
that have
not vested
($)
|
|
||||
Max Wygod
|
|
|
—
|
|
|
|
—
|
|
|
|
257,059
|
(1)
|
|
|
6,032
|
|
Adam Dublin
|
|
|
—
|
|
|
|
—
|
|
|
|
257,059
|
(2)
|
|
|
6,032
|
|
Dan Barton
|
|
|
—
|
|
|
|
—
|
|
|
|
299,893
|
(3)
|
|
|
6,482
|
|
(1) |
On August 31, 2020, Mr. Wygod was granted 474,571 shares of restricted stock that vested 43% on the grant date and the remainder vests equally over the sixteen months following the grant date.
|
(2) |
On August 31, 2020, Mr. Dublin was granted 474,571 shares of restricted stock that vested 43% on the grant date and the remainder vests equally over the sixteen months following the grant date.
|
(3) |
On August 30, 2019, Mr. Barton was granted 315,236 shares of restricted stock that vested 25% on the grant date anniversary and the remainder vests equally over the following 36 months.
|
Item 12.
|
• |
each of our named executive officers;
|
• |
each of our directors;
|
• |
all of our executive officers and directors as a group; and
|
• |
each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock.
|
Name of Beneficial Owner
|
Number of
Shares of
Common
Stock
|
Percentage
Of Class
|
||||||
Mark J. Adler, M.D.
|
23,757
|
*
|
||||||
Ian G. Banwell(1)
|
99,784
|
*
|
||||||
Daniel Barton (2)
|
747,080
|
2.4
|
%
|
|||||
Adam Dublin (3)
|
2,321,027
|
7.4
|
%
|
|||||
Clifford Farren (4)
|
148,256
|
*
|
||||||
Jennifer Hajj
|
—
|
|||||||
Shahir Kassam-Adams
|
118,840
|
*
|
||||||
Scott Ogur(5)
|
465,000
|
1.5
|
%
|
|||||
Edward Spaniel, Jr.(6)
|
2,396,005
|
7.6
|
%
|
|||||
Stanley S. Trotman, Jr.
|
59,844
|
*
|
||||||
Alyssa Varadhan
|
—
|
|||||||
Kristiina Vuori
|
23,757
|
*
|
||||||
Martin J. Wygod
|
1,917,926
|
6.1
|
%
|
|||||
Max C. Wygod(7)
|
1,031,392
|
3.3
|
%
|
|||||
Directors and Officers as a group (14 individuals)
|
9,352,668
|
29.8
|
%
|
|||||
Beneficial Owners of more than 5% of our common stock:
|
||||||||
Phyllis Dublin(8)
|
1,822,699
|
5.8
|
%
|
|||||
Anthony Vuolo(9)
|
4,015,795
|
12.8
|
%
|
* |
Represents beneficial ownership of less than one percent (1%).
|
(1) |
Includes 99,784 shares held by Mr. Banwell’s spouse.
|
(2) |
Includes 413,338 shares of restricted stock over which Mr. Barton has voting power.
|
(3) |
Includes 298,980 shares of restricted stock over which Mr. Dublin has voting power.
|
(4) |
Includes 124,499 shares of restricted stock over which Mr. Farren has voting power.
|
(5) |
Includes (i) 450,000 shares held by directly by Mr. Ogur and (ii) 15,000 options to purchase shares of Forian common stock, exercisable within 60 days hereof.
|
(7) |
Includes 298,980 shares of restricted stock over which Mr. Wygod has voting power.
|
(8) |
These shares are held by The Adam H. Dublin 2019 Family Trust of which Ms. Dublin is co-trustee and has joint investment and dispositive power.
|
2020
|
2019
|
|||||||
Audit Fees
|
134,621
|
-
|
||||||
Audit Related Fees
|
-
|
-
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
134,621
|
-
|
|
(a) |
The following documents are filed or furnished as part of this Form 10-K:
|
|
1. |
Financial Statements
|
|
2. |
Financial Statement Schedules
|
|
3. |
Exhibits
|
Exhibit
Number
|
|
Description
|
|
Agreement and Plan of Merger, dated as of October 16, 2020, by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC (incorporated by reference to
Appendix A of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021, February 1, 2021 and February 9, 2021).
|
|
|
Amendment to Agreement and Plan of Merger dated December 30, 2020, by and among Helix Technologies, Inc., Forian Inc., DNA Merger Sub, Inc. and Medical Outcomes Research Analytics, LLC (incorporated by
reference to Exhibit 2.2 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021, February 1, 2021 and February 9, 2021).
|
|
|
Equity Interest Contribution Agreement (incorporated by reference to Exhibit 2.4 of the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2021).
|
|
|
Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020,
January 19, 2021, February 1, 2021 and February 9, 2021).
|
|
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021,
February 1, 2021 and February 9, 2021).
|
|
|
Description of Registrant’s Securities.
|
|
|
Forian Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January
19, 2021, February 1, 2021 and February 9, 2021).
|
|
|
License Agreement, dated June 30, 2019 (portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) (incorporated by reference to Exhibit 10.2 of
the Company’s Form S-4 (Reg. No. 333-250938) filed with the SEC on November 24, 2020, as amended on December 31, 2020, January 19, 2021, February 1, 2021 and February 9, 2021).
|
|
|
Offer Letter, dated March 25, 2020, by and between MOR and Max Wygod.
|
|
|
Offer Letter, dated March 25, 2020, by and between MOR and Adam Dublin.
|
|
|
Employment Agreement, dated August 1, 2019, by and between MOR and Daniel Barton.
|
|
|
Employment Agreement, dated March 1, 2021, by and between the Registrant and Edward Spaniel, Jr.
|
|
|
Special Advisor Agreement, dated January 26, 2021, by and between the Registrant and Scott Ogur.
|
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2021).
|
|
|
Helix TCS, Inc. 2017 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Form S-8 filed with the SEC on March 5, 2021).
|
|
|
Bio-Tech Medical Software, Inc. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 of Helix’s Form 8-K filed with the SEC on June 5, 2018).
|
|
|
Agreement and Plan of Merger, dated February 5, 2019, by and among Helix TCS, Inc., Helix Acquisition Sub, Inc., Green Tree International, Inc. and the Securityholder Representative (incorporated by reference to
Exhibit 10.42 of Helix’s Annual Report on Form 10-K filed with the SEC on March 29, 2019).
|
|
|
Consent of Marcum LLP
|
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e) *
|
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a‑15(e) or Rule 15d‑15(e) *
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350 *
|
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
*
|
Filed with this Annual Report on Form 10‑K.
|
+
|
Indicates management contract or compensatory plan.
|
FORIAN INC.
|
||
By:
|
/s/ Daniel Barton
|
|
Daniel Barton
|
||
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Daniel Barton
|
Chief Executive Officer and Director
|
|
Daniel Barton
|
(Principal Executive Officer)
|
|
/s/ Clifford A. Farren
|
Chief Financial Officer
|
|
Clifford A. Farren
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Max Wygod
|
Executive Chairman
|
|
Max Wygod
|
||
/s/ Mark J. Adler
|
Director
|
|
Mark J. Adler, M.D.
|
||
/s/ Ian G. Banwell
|
Director
|
|
Ian G. Banwell
|
||
/s/ Adam Dublin
|
Director and Chief Strategy Officer
|
|
Adam Dublin
|
||
/s/ Jennifer Hajj
|
Director
|
|
Jennifer Hajj
|
||
/s/ Shahir Kassam-Adams
|
Director
|
|
Shahir Kassam-Adams
|
||
/s/ Scott Ogur
|
Director
|
|
Scott Ogur
|
||
/s/ Stanley S. Trotman, Jr.
|
Director
|
|
Stanley S. Trotman, Jr.
|
||
/s/ Alyssa F. Varadhan
|
Director
|
|
Alyssa F. Varadhan
|
||
/s/ Kristiina Vuori
|
Director
|
|
Kristiina Vuori, M.D., Ph.D.
|
||
/s/ Martin Wygod
|
Director
|
|
Martin Wygod
|
|
• |
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an
interested stockholder;
|
|
• |
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (1) by
persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange
offer; or
|
|
• |
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by
written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
|
• |
any merger or consolidation involving the corporation and the interested stockholder;
|
|
• |
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
|
|
• |
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder;
|
|
• |
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially
owned by the interested stockholder; or
|
|
• |
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
|
Re:
|
Conditional Offer of Employment
|
Position
|
You will serve as President of MOR during your employment.
|
|
Full-Time
|
During your employment, you shall devote substantially all of your business time and attention to the business and affairs of the Company Group, and shall not, without the prior written consent of our Board of
Managers, accept other employment or perform other services for compensation; provided, however, that you may engage in educational, charitable, political, professional and civic activities or serve as an executor, trustee or in another
similar fiduciary capacity, as long as such activities do not, individually or in the aggregate, interfere with your obligations to the Company Group.
|
|
Start Date
|
As mutually determined.
|
|
Location
|
Your employment will be remote, with reasonable travel to the Company Group offices in Pennsylvania and to current and potential stakeholders as necessary in the discretion of our Board (as defined below).
|
|
Reporting
|
You will report to the MOR Board of Managers (our “Board”).
|
|
Base Salary
|
$75,000 (annualized and payable in accordance with the Company Group’s payroll practices, currently bi-weekly).
|
|
Commission
|
In addition to the Base Salary, you will be eligible to receive commission compensation (“Commissions”) pursuant to the terms and conditions of MOR’s sales commission
plan and any future sales commission plan of its subsidiary(ies) (together, as amended, the “Commission Plan”).
|
Equity
|
As further consideration for your employment, you will be granted Class B Units of membership interest in MOR in such amount as is specified in a Class B Unit Grant Agreement to be entered into on or about the
date of this offer letter (the “Grant Agreement”). The Class B Units are intended to be “profits interests,” and will be subject to vesting as specified in the Grant Agreement.
|
|
Employee Benefits
|
You will be eligible to participate in all of the Company Group’s employee benefit plans and programs for which employees of the Company Group are generally eligible, as in effect from time to time, in
accordance with and subject to the terms and conditions of the applicable plan or policy; provided that you shall not be entitled to participate in any equity program, plan or policy of the Company Group other than as specifically set forth
herein. The Company Group reserves the right to change, alter or terminate any of the benefit plans or programs for which employees of the Company Group are eligible, in whole or in part, in the Company Group’s sole discretion.
|
|
Paid Time Off
|
During your employment, you will receive 25 days of paid time off per calendar year (prorated to reflect any partial calendar year of employment), to be accrued and taken in accordance with the Company Group’s
then-existing paid time off policies. Any accrued but unused paid time off remaining at the end of your employment will be forfeited, and you shall not receive payment for such accrued but unused paid time off, except as may otherwise be
required by applicable law.
|
|
Expenses
|
The Company Group will reimburse you for all reasonable and necessary travel, entertainment and similar business expenses incurred in the course of performing your duties and responsibilities to the Company
Group which are consistent with the Company Group’s policies in effect from time to time, subject to the Company Group’s requirements with respect to reporting and documentation of such expenses including travel to and from the Company
Group’s offices.
|
Tax Matters
|
All forms of compensation referred to in this offer letter are subject to applicable withholding and other deductions required by law. However, the Company Group and you acknowledge that the Base Salary payable
to you at all times that you are a member of MOR will be “determined without regard to the income of the partnership” (i.e., MOR), and will therefore be reported and deducted by the Company Group as a guaranteed payment pursuant to 26 U.S.C.
§ 707(c); provided that no allocation of income will be made to you as a member of MOR in respect of such compensation, pursuant to the Amended and Restated Limited Liability Company Operating Agreement of MOR, dated as of January 28, 2020
(as the same may be amended from time to time, the “Operating Agreement”), or otherwise.
Pursuant to your classification as a partner for federal income tax purposes, the Company Group shall make an additional payment to you on no less than a quarterly basis during each year during your employment
in order to insure that the net after-tax proceeds that you receive as a result of the payments of Base Salary pursuant to this offer letter are equal to the net after-tax proceeds that you would have received if you were classified as an
employee for federal tax purposes and such payments were treated as compensation, subject to reporting on IRS Form W-2. The amount of such additional payment shall include (1) the impact of any benefits that would be available to you on a
pre-tax basis were you to be classified as an employee for federal tax purposes and are not off-set by a corresponding deduction on your personal income tax return in computing Adjusted Gross Income and (2) any additional payments under this
Tax Matters section. For the avoidance of doubt, the calculations pursuant to this section shall not take into consideration any amounts that you receive as a distribution pursuant to the Operating Agreement.
|
|
At-Will Employment
|
Your employment with the Company Group is at-will and may be terminated at any time for any reason, with or without notice, by us or by you. However, we request that, in the event of resignation, you give the
Company at least two (2) weeks’ prior notice. This letter does not represent a contract or other guarantee of employment (or the continuation of employment for any particular period).
|
Effect of Termination
|
In the event your employment is terminated, you shall be entitled to receive (1) the Base Salary earned for services rendered by you through the date of termination, which shall be paid on the next succeeding
payroll date; (2) any unpaid expense reimbursement owed to you, which shall be paid within thirty (30) days of the date of termination; (3) any amount earned, accrued and arising from your participation in, or benefits accrued under, any
Company Group employee benefit plan or program, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans and programs; and (4) Commissions, if any, earned through the date of termination as
specified in the Commission Plan. However, notwithstanding anything to the contrary in the Commission Plan, if MOR terminates your employment without Cause (as defined below), you shall also continue, following your termination, to receive
Commissions for any revenues received by the Company Group on any Contract (as defined in the Commission Plan): (A) that you close on or before your date of termination or (B) that closes within 60 days after your date of termination if you
had principal sales responsibility for that Contract during your employment; this payment will continue for the term applicable to respective closed Contract. You shall not be entitled to any other salary, compensation or other benefits
after termination of your employment, except as specifically provided for in the Company Group’s employee benefit plans or as otherwise expressly required by applicable law.
For purposes of this offer letter, “Cause” shall mean one or more of the following: (1) your willful misconduct, violence or threat of violence that is injurious to any
member of the Company Group in any material respect or any misconduct relating to your business or personal affairs, at any time, which will demonstrably reflect negatively upon any member of the Company Group or otherwise impair or impede
its operations or reputation in any material respect; (2) your breach of any material company policy of any member of the Company Group, which breach is not remedied (if susceptible to remedy) to the reasonable satisfaction of MOR following
written notice by MOR detailing the specific breach and your failure to remedy the same during the thirty (30)-day period following such notice; and (3) your conviction of a felony or other crime in respect of a dishonest or fraudulent act or
of moral turpitude.
|
No Conflicts
|
We ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment or consulting services that may affect your eligibility to be employed by the
Company or in any way limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of your position and under the Proprietary Rights Agreement
referred to below and you represent that such is the case.
|
|
Requirements
|
Our offer of employment is contingent upon you signing and returning this Offer Letter. The Company also reserves the right to conduct background investigations and/or reference checks on all of our potential
employees and, if performed, our offer may therefore be further contingent upon a clearance of such a background investigation and/or reference check.
In connection with your founding of MOR, you entered into a Founder Confidentiality and Assignment of Inventions Agreement (the “Proprietary Rights Agreement”). You
acknowledge that the Proprietary Rights Agreement will continue to govern as well as an employee of MOR.
The Company Group engages a Professional Employment Organization (the “PEO”) to administer certain functions, such as payroll, workers’ compensation insurance and
employee benefits and you may be treated as being co-employed by the PEO for such purposes. You will be required, as a condition of employment, to agree to the PEO serving in such capacity and to execute, without making any changes, new hire
documents required of the PEO as well as other documents related to such functions. For the avoidance of doubt, in the event that the Company Group no longer utilizes the PEO and/or the Company Group terminates its agreement with the PEO so
that you are no longer co-employed by the PEO, such events shall not, in and of themselves, constitute a termination or expiration of your employment.
The grant of the Class B Units described under the Equity section above is subject to your execution and delivery of the Grant Agreement, a Joinder to the Operating Agreement and other subscription-related
documents required by MOR, copies of which will be provided to you.
|
This Offer Letter, along with the other agreements referenced herein, set forth the terms of your employment with MOR and supersede any prior representations or agreements, including any representations made during your recruitment, interviews or pre-employment negotiations, whether written or verbal. |
By:
|
/s/ Adam Dublin
|
|
Adam Dublin
|
||
Co-Founder and Manager
|
||
ACKNOWLEDGED AND AGREED
|
||
By:
|
/s/ Max Wygod
|
|
Max Wygod
|
Re:
|
Conditional Offer of Employment
|
Position
|
You will serve as Chief Executive Officer of MOR during your employment.
|
|
Full-Time
|
During your employment, you shall devote substantially all of your business time and attention to the business and affairs of the Company Group, and
shall not, without the prior written consent of our Board of Managers, accept other employment or perform other services for compensation; provided, however, that you may engage in educational, charitable, political, professional and civic
activities or serve as an executor, trustee or in another similar fiduciary capacity, as long as such activities do not, individually or in the aggregate, interfere with your obligations to the Company Group.
|
|
Start Date
|
As mutually determined.
|
|
Location
|
Your employment will be remote, with reasonable travel to the Company Group offices in Pennsylvania and to current and potential stakeholders as
necessary in the discretion of our Board (as defined below).
|
|
Reporting
|
You will report to the MOR Board of Managers (our “Board”).
|
|
Base Salary
|
$75,000 (annualized and payable in accordance with the Company Group’s payroll practices, currently bi-weekly).
|
|
Commission
|
In addition to the Base Salary, you will be eligible to receive commission compensation (“Commissions”) pursuant to the terms and conditions of MOR’s sales commission plan and any future sales commission plan of its subsidiary(ies) (together, as amended, the “Commission Plan”).
|
Equity
|
As further consideration for your employment, you will be granted Class B Units of membership interest in MOR in such amount as is specified in a Class
B Unit Grant Agreement to be entered into on or about the date of this offer letter (the “Grant Agreement”). The Class B Units are intended to be “profits
interests,” and will be subject to vesting as specified in the Grant Agreement.
|
|
Employee Benefits
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You will be eligible to participate in all of the Company Group’s employee benefit plans and programs for which employees of the Company Group are
generally eligible, as in effect from time to time, in accordance with and subject to the terms and conditions of the applicable plan or policy; provided that you shall not be entitled to participate in any equity program, plan or policy of
the Company Group other than as specifically set forth herein. The Company Group reserves the right to change, alter or terminate any of the benefit plans or programs for which employees of the Company Group are eligible, in whole or in part,
in the Company Group’s sole discretion.
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Paid Time Off
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During your employment, you will receive 25 days of paid time off per calendar year (prorated to reflect any partial calendar year of employment), to
be accrued and taken in accordance with the Company Group’s then-existing paid time off policies. Any accrued but unused paid time off remaining at the end of your employment will be forfeited, and you shall not receive payment for such
accrued but unused paid time off, except as may otherwise be required by applicable law.
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Expenses
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The Company Group will reimburse you for all reasonable and necessary travel, entertainment and similar business expenses incurred in the course of
performing your duties and responsibilities to the Company Group which are consistent with the Company Group’s policies in effect from time to time, subject to the Company Group’s requirements with respect to reporting and documentation of
such expenses including travel to and from the Company Group’s offices.
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Tax Matters
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All forms of compensation referred to in this offer letter are subject to applicable withholding and other deductions required by law. However, the
Company Group and you acknowledge that the Base Salary payable to you at all times that you are a member of MOR will be “determined without regard to the income of the partnership” (i.e., MOR), and will therefore be reported and deducted by
the Company Group as a guaranteed payment pursuant to 26 U.S.C. § 707(c); provided that no allocation of income will be made to you as a member of MOR in respect of such compensation, pursuant to the Amended and Restated Limited Liability
Company Operating Agreement of MOR, dated as of January 28, 2020 (as the same may be amended from time to time, the “Operating Agreement”), or otherwise.
Pursuant to your classification as a partner for federal income tax purposes, the Company Group shall make an additional payment to you on no less than
a quarterly basis during each year during your employment in order to insure that the net after-tax proceeds that you receive as a result of the payments of Base Salary pursuant to this offer letter are equal to the net after-tax proceeds
that you would have received if you were classified as an employee for federal tax purposes and such payments were treated as compensation, subject to reporting on IRS Form W-2. The amount of such additional payment shall include (1) the
impact of any benefits that would be available to you on a pre-tax basis were you to be classified as an employee for federal tax purposes and are not off-set by a corresponding deduction on your personal income tax return in computing
Adjusted Gross Income and (2) any additional payments under this Tax Matters section. For the avoidance of doubt, the calculations pursuant to this section shall not take into consideration any amounts that you receive as a distribution
pursuant to the Operating Agreement.
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At-Will Employment
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Your employment with the Company Group is at-will and may be terminated at any time for any reason, with or without notice, by us or by you. However,
we request that, in the event of resignation, you give the Company at least two (2) weeks’ prior notice. This letter does not represent a contract or other guarantee of employment (or the continuation of employment for any particular period).
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Effect of Termination
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In the event your employment is terminated, you shall be entitled to receive (1) the Base Salary earned for services rendered by you through the date
of termination, which shall be paid on the next succeeding payroll date; (2) any unpaid expense reimbursement owed to you, which shall be paid within thirty (30) days of the date of termination; (3) any amount earned, accrued and arising from
your participation in, or benefits accrued under, any Company Group employee benefit plan or program, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans and programs; and (4) Commissions,
if any, earned through the date of termination as specified in the Commission Plan. However, notwithstanding anything to the contrary in the Commission Plan, if MOR terminates your employment without Cause (as defined below), you shall also
continue, following your termination, to receive Commissions for any revenues received by the Company Group on any Contract (as defined in the Commission Plan): (A) that you close on or before your date of termination or (B) that closes
within 60 days after your date of termination if you had principal sales responsibility for that Contract during your employment; this payment will continue for the term applicable to respective closed Contract. You shall not be entitled to
any other salary, compensation or other benefits after termination of your employment, except as specifically provided for in the Company Group’s employee benefit plans or as otherwise expressly required by applicable law.
For purposes of this offer letter, “Cause” shall mean one or more of
the following: (1) your willful misconduct, violence or threat of violence that is injurious to any member of the Company Group in any material respect or any misconduct relating to your business or personal affairs, at any time, which will
demonstrably reflect negatively upon any member of the Company Group or otherwise impair or impede its operations or reputation in any material respect; (2) your breach of any material company policy of any member of the Company Group, which
breach is not remedied (if susceptible to remedy) to the reasonable satisfaction of MOR following written notice by MOR detailing the specific breach and your failure to remedy the same during the thirty (30)-day period following such notice;
and (3) your conviction of a felony or other crime in respect of a dishonest or fraudulent act or of moral turpitude.
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No Conflicts
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We ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment or consulting
services that may affect your eligibility to be employed by the Company or in any way limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of
your position and under the Proprietary Rights Agreement referred to below and you represent that such is the case.
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Requirements
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Our offer of employment is contingent upon you signing and returning this Offer Letter. The Company also reserves the right to conduct background
investigations and/or reference checks on all of our potential employees and, if performed, our offer may therefore be further contingent upon a clearance of such a background investigation and/or reference check.
In connection with your founding of MOR, you entered into a Founder Confidentiality and Assignment of Inventions Agreement (the “Proprietary Rights Agreement”). You acknowledge that the Proprietary Rights Agreement will continue to govern as well as an employee of MOR.
The Company Group engages a Professional Employment Organization (the “PEO”)
to administer certain functions, such as payroll, workers’ compensation insurance and employee benefits and you may be treated as being co-employed by the PEO for such purposes. You will be required, as a condition of employment, to agree to
the PEO serving in such capacity and to execute, without making any changes, new hire documents required of the PEO as well as other documents related to such functions. For the avoidance of doubt, in the event that the Company Group no
longer utilizes the PEO and/or the Company Group terminates its agreement with the PEO so that you are no longer co-employed by the PEO, such events shall not, in and of themselves, constitute a termination or expiration of your employment.
The grant of the Class B Units described under the Equity section above is subject to your execution and delivery of the Grant Agreement, a Joinder to
the Operating Agreement and other subscription-related documents required by MOR, copies of which will be provided to you.
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This Offer Letter, along with the other agreements referenced herein, set forth the terms of your employment with MOR and supersede any prior
representations or agreements, including any representations made during your recruitment, interviews or pre-employment negotiations, whether written or verbal.
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By:
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/s/ Max Wygod
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Max Wygod
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Co-Founder and Manager
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ACKNOWLEDGED AND AGREED
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||
By:
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/s/ Adam Dublin
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Adam Dublin
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MEDICAL OUTCOMES RESEARCH ANALYTICS, LLC
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|||
By:
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/s/ Adam Dublin
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Name: Adam Dublin
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Title: Manager
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/s/ Daniel Barton
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DANIEL BARTON
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FORIAN Inc.
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||
By:
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/s/ Daniel Barton
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Name: Daniel Barton
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Title: Chief Executive Officer
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/s/ Edward Spaniel, Jr.
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EDWARD SPANIEL, JR.
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FORIAN INC.
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/s/ Dan Barton
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Dan Barton, Chief Executive Officer
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SPECIAL ADVISOR
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||
/s/ Scott Ogur
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Scott Ogur
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• |
Assist with the preparation of the year end audited financial statements for the year ended December 31, 2020 as soon as possible for inclusion in Company’s SEC filings.
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• |
Advise on and assist with the integration of the companies following the merger with a focus on financial systems, forecasting, reporting, processes and personnel
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• |
Advise and assist on the integration of the end to end sales process integration including the integration with financial and contracting processes
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• |
Assist in transitioning key personnel to Forian management
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• |
Assist in transitioning key vendor relationships to Forian management
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• |
Assist the CFO in the preparation of regulatory filings, as well as in the preparation for earnings and investor calls.
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• |
Assist with due diligence on potential M&A transactions.
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• |
Assist with financial planning related to new and developing product lines.
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• |
Such other duties as mutually agreed to by Advisor and the CEO or Designee
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1. |
I have reviewed this Annual Report on Form 10-K of Forian Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
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|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 31, 2021
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By:
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/s/ Daniel Barton
|
|
Name:
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Daniel Barton
|
|
Title:
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Chief Executive Officer
(Principal Executive Officer)
|
1. |
I have reviewed this Annual Report on Form 10-K of Forian Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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(b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
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|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 31, 2021
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By:
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/s/ Clifford A. Farren
|
|
Name:
|
Clifford A. Farren
|
|
Title:
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Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
(1) |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 31, 2021
|
By:
|
/s/ Daniel Barton
|
|
Name:
|
Daniel Barton
|
|
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
Date: March 31, 2021
|
By:
|
/s/ Clifford A. Farren
|
|
Name:
|
Clifford A. Farren
|
|
Title:
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|