UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):  March 15, 2022

FORIAN INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-40146
85-3467693
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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

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

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 7.01
Regulation FD Disclosure

Forian Inc. (the “Company”) previously announced that Max Wygod, Executive Chairman, will make a presentation on behalf of the Company at the 34th Annual Roth Conference on March 15, 2022. The Company will present at the New Issue Track on March 15, 2022, at 1:30 p.m. Pacific Time.

A copy of the corporate slide deck, which will be presented at the conference, is attached hereto as Exhibit 99.1. From time to time, the Company may also use this presentation in conversations with investors and analysts. A copy of the corporate slide deck will also be available on our website at www.forian.com/investors.

The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits.

The Company hereby files or furnishes, as applicable, the following exhibits:

Exhibit No.
 
Description
     
 
Investor Presentation (furnished herewith)
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FORIAN INC.
     
Dated: March 15, 2022
By:
/s/ Edward Spaniel, Jr.
 
Name:
Edward Spaniel, Jr.
 
Title:
Executive Vice President, General Counsel and Secretary


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Exhibit 99.1

     Roth ConferenceMarch 2022  Corporate Overview 
 

 Safe Harbor   This presentation contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, which may include GAAP and non-GAAP financial measures, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the anticipated benefits of our recent transaction with Helix Technologies, Inc., future financial and operating results, company strategy and intended product offerings and market positioning. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risks and uncertainties associated with: the impact of the COVID-19 pandemic on Forian’s business, operations, strategy and goals; Forian’s ability to execute on its strategy; and the additional risks and uncertainties set forth more fully under the caption “Risk Factors” in Forian’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the United States Securities and Exchange Commission (“SEC”) on March 31, 2021, and elsewhere in Forian’s filings and reports with the SEC. Forward-looking statements contained in this presentation are made as of the date hereof, and we undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.  2 
 

 What We Do  3  by coupling innovative software and data technologies we enable customers with their customer, product and market insights that optimize their operational, clinical and financial performance.  Mission  Leverage data to improve health outcomes and business value 
 

   Forian at a Glance  4  $18-$19M+2021ERevenue1  $200M Market Capitalization3  290M+Patients Covered in HIPAA Database  #2 Seed-to-Sale Market Share2  5B+Annual Mx & Rx Claimsin Database  $3.4B+Cannabis GMVProcessed Annually  #2Point-of-Sale Market Share2   1. Full year, Pro Forma $8.2MM 1H21 and 2H21 Revenue Guidance of $10.4M – $10.7M; Proforma Revenue illustrates revenue adjusted to include the revenue earned by Helix Technologies, Inc. during the periods prior to the March 2, 2021 merger. See note 4 below.   2. Cannabiz Media, 10, 2021. “Point-of-Sale Software in the Cannabis Industry – 2021 Report”.3. As of 3/14/21, Yahoo Finance, 32.5M Shares Outstanding & Closing Price of $6.15.4. As announced on Q3 2021 Earnings Call, 11/11/21.  A Software, Data & Analytics Leader  %Majority of Revenue Growth in Life Sciences4 
 

           Proven Leadership, Tested Results  5    Max WygodCo-Founder and Executive Chairman  Adam Dublin Co-Founder and Chief Strategy Officer  Dan Barton Chief Executive Officer   Michael VeseyChief Financial Officer  Edward Spaniel, Jr.Executive Vice President & General Counsel    Martin WygodSerial Founder / Chairman / CEOWebMD; Medco Containment Services; Emdeon; Medical Manager; Medical Marketing Group; Porex    Mark Adler, M.D.Medical Oncologist; Director of San Diego Cancer Research Institute    Jennifer HajjHead of Strategic Partnerships at Galileo; former health policy consultant at Sachs Group    Alyssa VaradhanVP, Delos Living, leading wellness real estate company; former Goldman Sachs Managing Director     Ian Banwell CFO Hamburg Commercial Bank; Former Chief Investment Officer of Bank of America     Kristiina Vuori MD, Ph.D.President of Sanford BurnhamPrebys Medical Discovery Institute     Stanley Trotman, Jr. Former Healthcare Investment Banker at UBS/PaineWebber     Shahir Kassam-AdamsSerial Founder; former Executive at Datavant, DRG and Thomson Healthcare  Board of Directors  Leadership  Board Member  Board Member  Board Member 
 

 Corporate History  6  Data driven decisionsHIPAA-compliant Data/Data Science PlatformData management and analytics tools powered by machine learningLeader in data privacyExpertise in SaaS based information, data platforms and commercial, clinical and operational analytics  Medical Outcomes Research Analytics  Helix Technologies   One of the largest proprietary, HIPAA-compliant analytics platform of healthcare and cannabis user data in the U.S.   Vertically integrated Seed-to-SaleUnparalleled reach across the cannabis market - retail, cultivation, manufacturing and regulatory11-year operating history in CannabisOne of the largest sources of U.S. transactional cannabis data Secure technical performance across privacy, security and reliability  Forian was launched by the combination of MOR Analytics and Helix Technologies in 2021. Successful direct listing on Nasdaq in March 2021.    Government  Regulatory  OTC/CPG  Media  Payer  Healthcare  Life Sciences  Emerging Therapies   
 

 Data AssetsCreate value by connecting what is grown to the outcomes users expect  CULTIVATOR    MANUFACTURER    POINT-OF-SALE  PHARMACY CLAIMS  HOSPITAL EMR DATA  CUSTOMERDEMOGRAPHIC DATA  MEDICAL CLAIMS  PATIENT-REPORTED OUTCOMES*  *HIPAA compliance across consumer journey  5B+ Annual Mx or Rx Claims  11 Government Contracts  290M+ HIPAAPatient Lives Covered  $3.4B+ Cannabis GMV Processed Annually  257M+Consumer Interests and Behavior  7M+ Healthcare - Cannabis Linked Consumer Data  #2 Seed-to-Sale Market Share  7 
 

 A Growing Product Portfolio   Products supporting revenue generation  State Regulatory ComplianceStatewide tracking, enforcement and monitoring system to ensure transparency and accountability   Dispensary Point of SaleCompliance, inventory management, customer profiles, CRM, loyalty programs, online ordering  Manufacturer Software Track chain of custody of product and product detail information (potency, ingredients, expiration date)   Cultivation Software Data and insights on plant yield, grow optimization, harvesting and extraction                                                                                   Brand InsightsUnderstand product decisions supporting sales, marketing, inventory, formulation & packaging  Customer AnalyticsUnderstand customer behaviors, needs, preferences, product usage, frequency of store visits, loyalty, coupon usage  Market and Audience ProfilingProfile current and projected market demand at a granular level to reach desired customers        Utilization, Sales and TrackingTracking and projecting utilization, unit volume, sales by product, category, brand  Patient Outcomes AnalyticsCredible, real-world evidence-based safety, efficacy, and clinical and non-clinical outcomes measurement and assessment utilizing health and cannabis data  Data as a ServiceBetter data management and disambiguation, mastering, matching, deduping, cleansing, standardization, classification         Data Science as a ServiceCommercial AI driven approaches to Forecasting, Segmentation and Targeting, Recommender Systems  Information Products  Software  Services    Information ServicesHIPAA-compliant integrated data     8 
 

 Analytics That Move Brands  9  Basket AnalysesBrand InsightsCommercial AnalyticsCustomer SegmentationData ManagementForecastingMarket ComparisonsMarketing ActivationPatient RegistriesPatient JourneyPrice OptimizationReal World Evidence  Maturing the Analytics in an Immature Market 
 

 Unparalleled Insights   10  Anxiolytics  Opioids  NSAIDS  Sedatives  Betablockers  Anti-Spastics  Psychostimulants  Antidepressant  Mood Stabilizers  Opioid Antagonists  Sativa  Hybrid/Mixed  Sativa Dominant Hybrids  Indica Dominant Hybrids  Actual Analysis on 2.5 Million linked Consumers to their Medical Diagnoses   Pain  Chronic Inflammation  Anxiety  Insomnia  Bipolar  Glaucoma  Addiction  Seizures  ADHD  Depression 
 

   Emerging PharmaCannabinoid Market  11  Serving the convergence of two large and growing markets  US Cannabis$24B2  Growing 15% CAGR (39 legal states and D.C.)   US Life Sciences & HCIT$400B1  Growing 11% CAGR      1. Pharmaceutical Manufacturing Market Size, Grand View Research 7/20212. US Review: Exceptional Growth at Depressed Prices — Critical Catalyst Near? Jefferies Research, 2/28/2022 
 

 Continued Investment and Growth  12      Quarterly Revenues(Pro Forma Consolidated)   Continued to organically scale healthcare information product business, which contributed approximately $4 million in revenue for the nine months ended September 30, 2021, compared to $0.335 million in 2020 Completed merger with Helix Technologies, Inc., providing access to Helix’s cannabis usage data as the number two player for point of sale and government compliance software within the cannabis industry for nine months ended September 30, 2021Listed common stock on NASDAQ and secured $36 million in additional financing through sales of equity and convertible notes to fund growth planScaling revenue growth with reinvestment in product development and data assetsRevenue guidance of $16.5 to $16.7 million for the year ended December 31, 20213   Proforma Revenue illustrates revenue adjusted to include the revenue earned by Helix during the periods prior to the merger.Adjusted EBITDA is a non-U.S. GAAP measure. See the Appendix for further information, including a reconciliation of Adjusted EBITDA to Net Loss. Revenue guidance reconfirmed on Q3 2021 Forian Inc. Earnings Call held on November 11, 2021.  3    Nine Months ended September 30, (in 000's)          2021  2020  change  change %  Revenue   $ 11,130    $ 335    $ 10,795   3223%  Proforma Revenue1   $ 13,139    $ 9,135    $ 4,004   44%            Net Loss   $ (18,502)   $ (2,629)   $ (15,874)    Adjusted EBITDA2   $ (10,613)   $ (2,414)   $ (8,199)      30-Sep-21  31-Dec-20      Cash and Marketable Securities   $ 35,934    $ 12,167    $ 23,767     Working Capital   $ 34,159    $ 11,221    $ 22,938    
 

 Thank You  13 
 

 Appendix   14 
 

 15  Reconciliation of U.S. GAAP to Non-GAAP Financial Measures  l 
 

 Reconciliation of U.S. GAAP to Non-GAAP Financial Measures  l  This presentation includes a non-GAAP measure, which we define as financial information that has not been prepared in accordance with U.S. GAAP. The non-U.S. GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), presented on both a historical basis and a “pro forma” basis reflecting the acquisition of Helix as of the beginning of the periods presented. Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for, net income or loss calculated in accordance with U.S. GAAP (referred to below as “Net loss”). Adjusted EBITDA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help our management identify additional trends in our Company’s financial results that may not be shown solely by period-to-period comparisons of net income. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net income, as well as trends in those items. We believe that the presentation of Adjusted EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of Net loss to Adjusted EBITDA, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on Net loss. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under applicable SEC rules.Non-U.S. GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business and to view our non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures.The above table is derived from our Quarterly Report on Form 10-Q for the three months ended September 30, 2021, as filed with the SEC on November 15, 2021, and reconciles the specific items excluded from U.S. GAAP metrics in the calculation of non-U.S. GAAP metrics for the periods presented. Please refer to this Quarterly Report on Form 10-Q for further information.  16 
 

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