|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
||
|
(Address of principal executive offices)
|
(Zip Code)
|
|
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))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
| Item 2.02 |
Results of Operations and Financial Condition
|
| Item 9.01 |
Financial Statements and Exhibits
|
|
(d)
|
Exhibits.
|
|
Exhibit No.
|
Description
|
|
|
Press Release, dated May 12, 2022 (furnished herewith)
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
FORIAN INC.
|
||
|
Dated: May 12, 2022
|
By:
|
/s/ Edward Spaniel, Jr.
|
|
Name:
|
Edward Spaniel, Jr.
|
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
|

| ● |
Forian delivered the following results for the first quarter of 2022:
|
|
|
Three Months Ended
March 31,
|
Year-over-
Year % Change
|
||||||||||
|
|
2022
Unaudited |
2021
Unaudited |
||||||||||
|
Total revenue
|
$
|
6,391,279
|
$
|
1,620,609
|
294%
|
|
||||||
|
Net Loss
|
$
|
(11,854,088
|
)
|
$
|
(4,515,653
|
)
|
-163%
|
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.37
|
)
|
$
|
(0.19
|
)
|
-95%
|
|
||||
|
|
||||||||||||
|
Pro Forma Revenue
|
$
|
6,391,279
|
$
|
3,629,521
|
76%
|
|
||||||
|
Adjusted EBITDA1
|
$
|
(3,411,368
|
)
|
$
|
(2,854,769
|
)
|
-19%
|
|
||||
| ● |
Revenue for the quarter was $6.4 million, an increase of $4.8 million versus the prior year. On a pro forma basis, revenue grew 76% year-over-year and 11% sequentially over the fourth
quarter of 2021.
|
| ● |
Net Loss for the quarter was $11.9 million, or $0.37 per share, compared to $4.5 million, or $0.19 per share, in the prior year. Net Loss for the quarter includes $5.6 million of
separation expenses.
|
| ● |
Adjusted EBITDA for the quarter was negative $3.4 million compared to negative $2.9 million for the prior year.
|
| ● |
Cash and Marketable Securities at the end of the quarter was $27.1 million.
|
| • |
Revenue growth continued with strong year-over-year performance
|
| • |
Healthcare information revenue grew 5x year-over-year to $3.5 million
|
| • |
Healthcare information contracted backlog continued to grow with new strategic
accounts
|
| • |
Launched Chronos, our newest hybrid longitudinal healthcare information product
|
| • |
Expanded existing point of sale footprint into new markets (e.g., New Mexico adult-use)
|
|
March 31,
2022 |
December 31,
2021 |
|||||||
|
Unaudited
|
||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
14,753,394
|
$
|
18,663,805
|
||||
|
Marketable securities
|
12,393,430
|
12,399,361
|
||||||
|
Accounts receivable, net
|
3,193,881
|
1,947,540
|
||||||
|
Contract assets
|
1,687,813
|
1,056,891
|
||||||
|
Prepaid expenses
|
935,907
|
1,017,927
|
||||||
|
Other assets
|
368,712
|
900,242
|
||||||
|
Total current assets
|
33,333,137
|
35,985,766
|
||||||
|
Property and equipment, net
|
2,386,533
|
1,531,959
|
||||||
|
Intangible assets, net
|
8,482,349
|
9,051,184
|
||||||
|
Goodwill
|
9,099,372
|
9,099,372
|
||||||
|
Right of use assets, net
|
798,016
|
859,637
|
||||||
|
Deposits and other assets
|
322,159
|
314,443
|
||||||
|
Total assets
|
$
|
54,421,566
|
$
|
56,842,361
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
1,256,232
|
$
|
1,125,067
|
||||
|
Accrued expenses
|
3,559,286
|
4,068,109
|
||||||
|
Short-term operating lease liabilities
|
246,920
|
247,325
|
||||||
|
Notes payable
|
-
|
13,122
|
||||||
|
Warrant liability
|
149,394
|
369,234
|
||||||
|
Deferred revenues
|
2,964,222
|
976,268
|
||||||
|
Total current liabilities
|
8,176,054
|
6,799,125
|
||||||
|
Long-term liabilities:
|
||||||||
|
Long-term operating lease liabilities
|
551,970
|
611,523
|
||||||
|
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related party)
|
24,471,781
|
24,260,448
|
||||||
|
Total long-term liabilities
|
25,023,751
|
24,871,971
|
||||||
|
Total liabilities
|
33,199,805
|
31,671,096
|
||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,928,701 issued and outstanding as of March
31, 2022 and 31,773,154 issued and outstanding as of December 31, 2021
|
31,929
|
31,773
|
||||||
|
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of March 31, 2022
and December 31, 2021
|
-
|
-
|
||||||
|
Additional paid-in capital
|
65,864,050
|
57,959,622
|
||||||
|
Accumulated deficit
|
(44,674,218
|
)
|
(32,820,130
|
)
|
||||
|
Total stockholders’ equity
|
21,221,761
|
25,171,265
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
54,421,566
|
$
|
56,842,361
|
||||
|
For the Three Months Ended March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Revenues:
|
||||||||
|
Information and Software
|
$
|
5,809,094
|
$
|
1,408,978
|
||||
|
Services
|
428,706
|
96,311
|
||||||
|
Other
|
153,479
|
115,320
|
||||||
|
Total revenues
|
6,391,279
|
1,620,609
|
||||||
|
Costs and Expenses:
|
||||||||
|
Cost of revenues
|
1,567,549
|
457,886
|
||||||
|
Research and development
|
3,222,871
|
1,497,838
|
||||||
|
Sales and marketing
|
1,411,314
|
598,975
|
||||||
|
General and administrative
|
6,088,454
|
2,784,562
|
||||||
|
Separation expenses
|
5,611,857
|
-
|
||||||
|
Gain on sale of assets
|
(202,159
|
)
|
-
|
|||||
|
Depreciation and amortization
|
605,674
|
187,584
|
||||||
|
Transaction related expenses
|
-
|
1,210,279
|
||||||
|
Total costs and expenses
|
18,305,560
|
6,737,124
|
||||||
|
Loss From Operations
|
(11,914,281
|
)
|
(5,116,515
|
)
|
||||
|
Other Income (Expense):
|
||||||||
|
Change in fair value of warrant liability
|
219,840
|
623,627
|
||||||
|
Interest and investment income
|
4,488
|
1,241
|
||||||
|
Interest expense
|
(237,111
|
)
|
-
|
|||||
|
Foreign currency related gains (losses)
|
77,976
|
(24,006
|
)
|
|||||
|
Total other income, net
|
65,193
|
600,862
|
||||||
|
Net loss before income taxes
|
(11,849,088
|
)
|
(4,515,653
|
)
|
||||
|
Income tax expense
|
(5,000
|
)
|
-
|
|||||
|
Net Loss
|
(11,854,088
|
)
|
(4,515,653
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.37
|
)
|
$
|
(0.19
|
)
|
||
|
Weighted-average shares outstanding:
|
31,857,685
|
24,033,512
|
||||||
|
For the Three Months Ended March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(11,854,088
|
)
|
$
|
(4,515,653
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
605,674
|
187,584
|
||||||
|
Amortization on right of use asset
|
61,621
|
115,191
|
||||||
|
Gain on sale of assets
|
(202,159
|
)
|
-
|
|||||
|
Amortization of debt issuance costs
|
1,333
|
-
|
||||||
|
Accrued interest on Convertible Notes
|
210,000
|
-
|
||||||
|
Realized and unrealized gain on marketable securities
|
(3,399
|
)
|
(2,156
|
)
|
||||
|
Provision for doubtful accounts
|
22,210
|
14,632
|
||||||
|
Stock-based compensation expense
|
7,904,584
|
863,883
|
||||||
|
Change in fair value of warrant liability
|
(219,840
|
)
|
(623,627
|
)
|
||||
|
Issuance of warrants in connection with transaction expenses
|
-
|
389,976
|
||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(1,280,960
|
)
|
(4,610
|
)
|
||||
|
Contract assets
|
(630,922
|
)
|
33,502
|
|||||
|
Prepaid expenses
|
82,020
|
(235,486
|
)
|
|||||
|
Changes in lease liabilities during the period
|
(59,958
|
)
|
(8,657
|
)
|
||||
|
Deposits and other assets
|
523,814
|
(416,399
|
)
|
|||||
|
Accounts payable
|
131,165
|
625,066
|
||||||
|
Accrued expenses
|
(508,823
|
)
|
92,566
|
|||||
|
Deferred revenues
|
1,987,954
|
(124,610
|
)
|
|||||
|
Other long-term liabilities
|
-
|
(2
|
)
|
|||||
|
Net cash used in operating activities
|
(3,229,774
|
)
|
(3,608,800
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Additions to property and equipment
|
(902,420
|
)
|
(64,041
|
)
|
||||
|
Proceeds from sale of assets
|
225,575
|
-
|
||||||
|
Purchase of marketable securities
|
(12,390,670
|
)
|
-
|
|||||
|
Sale of marketable securities
|
12,400,000
|
4,000,000
|
||||||
|
Cash acquired as part of business combination
|
-
|
1,310,977
|
||||||
|
Net cash (used in) provided by investing activities
|
(667,515
|
)
|
5,246,936
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from exercise of MOR Class B options
|
-
|
292,830
|
||||||
|
Payments on notes payable and financing arrangements
|
(13,122
|
)
|
(682
|
)
|
||||
|
Net cash (used in) provided by financing activities
|
(13,122
|
)
|
292,148
|
|||||
|
Net change in cash
|
(3,910,411
|
)
|
1,930,284
|
|||||
|
Cash and cash equivalents, beginning of period
|
18,663,805
|
665,463
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
14,753,394
|
$
|
2,595,747
|
||||
|
Supplemental disclosure of cash flow information
|
||||||||
|
Cash paid for interest
|
$
|
-
|
$
|
724
|
||||
|
Cash paid for taxes
|
$
|
-
|
$
|
-
|
||||
|
Non-cash Investing Activities:
|
||||||||
|
Non-cash consideration for Helix acquisition
|
$
|
-
|
$
|
18,454,784
|
||||
| • |
Depreciation and Amortization. Depreciation and amortization expense is a non-cash expense relating to capital expenditures and intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful
life of the related assets. We exclude depreciation and amortization expense from Adjusted EBITDA because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of
our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Accordingly, we believe that this exclusion
assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to
future revenue generation and should also note that such expense will recur in future periods.
|
| • |
Stock-Based Compensation Expense. Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards to employees. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists
management and investors in making period-to-period comparisons in our Company’s operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business
operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based
compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our Company’s operating performance and the operating performance of other companies that may use different forms of employee
compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the
periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
|
| • |
Interest Expense. Interest expense is associated with the 3.5% Convertible Notes due 2025 entered into on September 1, 2021, in the amount of $24,000,000. The Notes are due on September 1, 2025, and accrue interest at an annual
rate of 3.5%. We exclude interest expense from Adjusted EBITDA (i) because it is not directly attributable to the performance of our business operations and, accordingly, its exclusion assists management and investors in making
period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that interest expense associated with the Notes
will recur in future periods.
|
| • |
Investment Income. Investment income is associated with the level of marketable debt securities and other interest-bearing accounts in which we invest. Interest and investment income can vary over time due to a variety of financing transactions,
changes in interest rates, cash used to fund operations and capital expenditures and acquisitions that we have entered into or may enter into in the future. We exclude interest and investment income from Adjusted EBITDA (i) because these
items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist
management and investors in making comparisons to companies with different capital structures. Investors should note that interest income will recur in future periods.
|
| • |
Foreign Currency Related Gains
(Losses). Foreign currency related gains (losses) result from foreign currency transactions and translation gains and losses related to Engeni S.A., a subsidiary of our Company acquired as part of the
acquisition of Helix. We exclude foreign currency related gains (losses) from Adjusted EBITDA (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists
management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that foreign
currency related gains (losses) will recur in future periods.
|
| • |
Other Items.
We engage in other activities and transactions that can impact our net loss. In the periods being reported, these other items included: (i) change in fair value of warrant liability which related to warrants assumed in the acquisition of
Helix; (ii) transaction related expenses which consist of professional fees and other expenses incurred in connection with the acquisition of Helix; and (iii) other income which consists of profits on marketable security investments. We
exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and
investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods.
|
| • |
Gain on sale of assets. On March 3, 2022, we sold certain assets consisting of customer contracts, accounts receivable and other property related to our security monitoring services for $225,575 resulting in a gain of $202,159, which is
included in operating expenses in the condensed consolidated statements of operations.
|
| • |
Separation expenses. During March 2022, we transferred certain development activities from our Engeni S.A. subsidiary to outsourced development facilities. As a result, we incurred
$194,814 in severance and related costs to be recorded as a charge to operating expenses in 2022. Additionally, on March 2, 2022, we and two advisors to our Company mutually agreed not to renew special advisor agreements. Per the terms of
the agreements, options to purchase 366,166 shares of our common stock will continue to vest according to their original terms through March 2, 2023, and unvested stock options to purchase 732,332 shares of our common stock were
forfeited. The advisors were not required to perform services to our Company beyond the March 2, 2022 non-renewal date. As a result, we recorded $5,417,043 of stock compensation expenses related to the options that will vest over the
twelve months ending March 2, 2023 during March 2022. We exclude these other items from Adjusted EBITDA because we believe these costs are not directly attributable to the performance of our business operations and, accordingly, their
exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that separation expenses are non-recurring.
|
| • |
Income tax expense. Medical Outcomes Research Analytics, LLC was organized as a limited liability company until the completion of the Helix acquisition. As a result, we were treated as a partnership for federal and state income tax purposes through
March 2, 2021, and our taxable income and losses are reported by our members on their individual tax returns for such period. Therefore, we did not record any income tax expense or benefit through March 2, 2021. We incurred a net loss for
financial reporting and income tax reporting purposes for this year. Accordingly, any benefit for federal and state income taxes benefit has been entirely offset by a valuation allowance against the related deferred tax net assets. We
exclude the income tax expense from Adjusted EBITDA (i) because we believe that the income tax expense is not directly attributable to the underlying performance of our business operations and, accordingly, its exclusion assists
management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.
|
|
Three Months Ended March 31,
|
||||||||
|
2022
|
2021
|
|||||||
|
Revenues:
|
||||||||
|
Information and Software
|
$
|
5,809,094
|
$
|
1,408,978
|
||||
|
Services
|
428,706
|
96,311
|
||||||
|
Other
|
153,479
|
115,320
|
||||||
|
Total revenues
|
$
|
6,391,279
|
$
|
1,620,609
|
||||
|
Net loss
|
$
|
(11,854,088
|
)
|
$
|
(4,515,653
|
)
|
||
|
Depreciation & amortization
|
605,674
|
187,584
|
||||||
|
Stock based compensation expense
|
7,904,584
|
863,883
|
||||||
|
Change in fair value of warrant liability
|
(219,840
|
)
|
(623,627
|
)
|
||||
|
Transaction related expenses
|
-
|
1,210,279
|
||||||
|
Interest and investment income (expense)
|
232,623
|
(1,241
|
)
|
|||||
|
Foreign currency related gains
|
(77,976
|
)
|
24,006
|
|||||
|
Gain on sale of security monitoring assets
|
(202,159
|
)
|
-
|
|||||
|
Severance expense
|
194,814
|
-
|
||||||
|
Income tax expense
|
5,000
|
-
|
||||||
|
Adjusted EBITDA
|
$
|
(3,411,368
|
)
|
$
|
(2,854,769
|
)
|
||