|
|
|
|
|
(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
|
|
Exhibit No.
|
Description
|
|
|
Press Release, dated November 11, 2021 (furnished herewith).
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
FORIAN INC.
|
||
|
Dated: November 12, 2021
|
By:
|
/s/ Edward Spaniel, Jr.
|
|
Name:
|
Edward Spaniel, Jr.
|
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
|
| ● |
Forian delivered the following results for the third fiscal quarter:
|
|
Three Months Ended
September 30,
|
Year-
over-Year
%
Change
|
|||||||||||
|
2021
|
2020
|
|||||||||||
|
Unaudited
|
Unaudited
|
|||||||||||
|
Total revenue
|
$
|
4,961,755
|
$
|
159,504
|
3010
|
%
|
||||||
|
Net Loss
|
(6,876,472
|
)
|
(1,161,915
|
)
|
-492
|
%
|
||||||
|
Basic and diluted net loss per common share
|
$
|
(0.22
|
)
|
$
|
(0.08
|
)
|
-175
|
%
|
||||
|
Pro Forma Revenue
|
$
|
4,961,755
|
$
|
3,062,557
|
62
|
%
|
||||||
|
Pro Forma Adjusted EBITDA1
|
(4,122,830
|
)
|
(1,162,844
|
)
|
-254
|
%
|
||||||
| ● |
Revenue for the quarter was approximately $5.0 million, an increase of $4.8 million versus the prior year. On a pro forma basis, revenue grew 62% year-over-year and 9.1% sequentially over the second
quarter of 2021.
|
| ● |
Net Loss for the quarter was approximately $6.9 million, or $0.22 per share, compared to approximately $1.2 million, or $0.08 per share, in the prior year and approximately $7.1 million, or $0.23 per
share, in the second quarter of 2021.
|
| ● |
Pro Forma Adjusted EBITDA1 for the quarter was negative $4.1 million compared to negative $1.2 million for the prior year and negative $3.6 million for the second quarter of 2021.
|
| ● |
Generated strong revenue growth
|
| ● |
Expanded our state services business
|
| ● |
Achieved planned product milestones
|
| ● |
Named Michael Vesey as Chief Financial Officer
|
| ● |
Added strong resources across sales, engineering, and data science
|
| ● |
Raised $24 million of 3.5% convertible notes due 2025
|
|
September 30,
2021
|
December 31,
2020
|
|||||||
|
Unaudited
|
||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
23,535,098
|
$
|
665,463
|
||||
|
Marketable securities
|
12,399,243
|
11,501,844
|
||||||
|
Accounts receivable, net
|
2,179,979
|
22,996
|
||||||
|
Contract assets
|
364,480
|
196,701
|
||||||
|
Prepaid expenses
|
912,879
|
120,979
|
||||||
|
Other assets
|
300,000
|
—
|
||||||
|
Total current assets
|
39,691,679
|
12,507,983
|
||||||
|
Property and equipment, net
|
762,658
|
46,358
|
||||||
|
Intangible assets, net
|
9,596,702
|
—
|
||||||
|
Goodwill
|
9,125,372
|
—
|
||||||
|
Right of use assets, net
|
916,195
|
—
|
||||||
|
Deposits and other assets
|
329,682
|
—
|
||||||
|
Total assets
|
$
|
60,422,288
|
$
|
12,554,341
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
1,095,328
|
647,601
|
||||||
|
Accrued expenses
|
2,993,013
|
480,741
|
||||||
|
Short-term operating lease liabilities
|
245,771
|
—
|
||||||
|
Notes payable
|
15,250
|
—
|
||||||
|
Warrant liability
|
501,110
|
—
|
||||||
|
Deferred revenues
|
682,157
|
158,884
|
||||||
|
Total current liabilities
|
5,532,629
|
1,287,226
|
||||||
|
Long-term liabilities:
|
||||||||
|
Long-term operating lease liabilities
|
675,254
|
—
|
||||||
|
Convertible notes payable, net of debt issuance costs ($6,000,000 in principal is held by a related party. Refer to Note 15)
|
24,049,114
|
—
|
||||||
|
Total long-term liabilities
|
24,724,368
|
—
|
||||||
|
Total liabilities
|
30,256,997
|
1,287,226
|
||||||
|
Commitments and contingencies (Note 16)
|
||||||||
|
Stockholders' equity:
|
||||||||
|
Preferred Stock; par value $0.001; 5,000,000 Shares authorized; 0 issued and outstanding as of September 30, 2021 and December 31, 2020
|
—
|
—
|
||||||
|
Common Stock; par value $0.001; 95,000,000 Shares authorized; 31,533,083 issued and outstanding as of September 30, 2021 and 21,233,039 issued and outstanding as of
December 31, 2020
|
31,533
|
21,233
|
||||||
|
Additional paid-in capital
|
54,905,098
|
17,514,907
|
||||||
|
Accumulated deficit
|
(24,771,340
|
)
|
(6,269,025
|
)
|
||||
|
Total stockholders' equity
|
30,165,291
|
11,267,115
|
||||||
|
Total liabilities and stockholders' equity
|
$
|
60,422,288
|
$
|
12,554,341
|
||||
|
For the Three Months Ended September 30,
|
For the Nine Months Ended September 30,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
4,489,177
|
$
|
159,504
|
$
|
9,661,826
|
$
|
334,921
|
||||||||
|
Services
|
269,753
|
—
|
858,400
|
—
|
||||||||||||
|
Other
|
202,825
|
—
|
610,123
|
—
|
||||||||||||
|
Total revenues
|
4,961,755
|
159,504
|
11,130,349
|
334,921
|
||||||||||||
|
Costs and Expenses:
|
||||||||||||||||
|
Cost of revenue
|
1,337,981
|
—
|
3,028,657
|
—
|
||||||||||||
|
Research and development
|
2,612,184
|
658,824
|
6,059,948
|
1,474,215
|
||||||||||||
|
Sales and marketing
|
1,088,203
|
40,217
|
2,864,213
|
151,261
|
||||||||||||
|
General and administrative
|
6,673,723
|
514,280
|
16,035,981
|
1,143,365
|
||||||||||||
|
Depreciation and amortization
|
598,565
|
3,059
|
1,381,637
|
4,932
|
||||||||||||
|
Transaction related expenses
|
—
|
105,128
|
1,210,279
|
195,634
|
||||||||||||
|
Total costs and expenses
|
12,310,656
|
1,321,508
|
30,580,715
|
2,969,407
|
||||||||||||
|
Loss From Operations
|
(7,348,901
|
)
|
(1,162,004
|
)
|
(19,450,366
|
)
|
(2,634,486
|
)
|
||||||||
|
Other Income (Expense):
|
||||||||||||||||
|
Change in fair value of warrant liability
|
251,778
|
—
|
746,605
|
—
|
||||||||||||
|
Interest and investment income
|
1,903
|
89
|
4,601
|
5,796
|
||||||||||||
|
Interest expense
|
(79,422
|
)
|
—
|
(101,325
|
)
|
—
|
||||||||||
|
Foreign currency related gains
|
298,170
|
—
|
298,170
|
—
|
||||||||||||
|
Total other income, net
|
472,429
|
89
|
948,051
|
5,796
|
||||||||||||
|
Net loss before income taxes
|
(6,876,472
|
)
|
(1,161,915
|
)
|
(18,502,315
|
)
|
(2,628,690
|
)
|
||||||||
|
Income tax expense
|
—
|
—
|
—
|
—
|
||||||||||||
|
Net Loss
|
$
|
(6,876,472
|
)
|
$
|
(1,161,915
|
)
|
$
|
(18,502,315
|
)
|
$
|
(2,628,690
|
)
|
||||
|
Other comprehensive loss:
|
||||||||||||||||
|
Changes in foreign currency translation adjustment
|
(145,250
|
)
|
—
|
—
|
—
|
|||||||||||
|
Total other comprehensive loss
|
$
|
(145,250
|
)
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||
|
Total comprehensive loss
|
$
|
(7,021,722
|
)
|
$
|
(1,161,915
|
)
|
$
|
(18,502,315
|
)
|
$
|
(2,628,690
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.22
|
)
|
$
|
(0.08
|
)
|
$
|
(0.64
|
)
|
$
|
(0.22
|
)
|
||||
|
Weighted-average shares outstanding:
|
31,332,735
|
14,208,049
|
$
|
28,814,825
|
12,038,534
|
|||||||||||
|
For the Nine Months Ended September 30,
|
||||||||
|
2021
|
2020
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(18,502,315
|
)
|
$
|
(2,628,690
|
)
|
||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
1,381,637
|
4,932
|
||||||
|
Amortization on right of use asset
|
166,489
|
—
|
||||||
|
Amortization of debt issuance costs
|
444
|
—
|
||||||
|
Accrued interest on Convertible Notes
|
70,000
|
—
|
||||||
|
Realized and unrealized gain on marketable securities
|
(3,295
|
)
|
(5,669
|
)
|
||||
|
Provision for doubtful accounts
|
89,130
|
—
|
||||||
|
Stock-based compensation expense
|
6,245,679
|
20,331
|
||||||
|
Change in fair value of warrant liability
|
(746,605
|
)
|
—
|
|||||
|
Non-cash transaction expenses
|
389,976
|
—
|
||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(1,757,660
|
)
|
—
|
|||||
|
Contract assets
|
(147,651
|
)
|
—
|
|||||
|
Prepaid expenses
|
(576,836
|
)
|
(249,823
|
)
|
||||
|
Changes in lease liabilities during the period
|
(186,383
|
)
|
—
|
|||||
|
Deposits and other assets
|
(120,732
|
)
|
—
|
|||||
|
Accounts payable
|
(234,152
|
)
|
503,026
|
|||||
|
Accrued expense
|
539,608
|
—
|
||||||
|
Deferred revenues
|
202,337
|
—
|
||||||
|
Net cash used in operating activities
|
(13,190,329
|
)
|
(2,355,893
|
)
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Additions to property and equipment
|
(640,080
|
)
|
(34,206
|
)
|
||||
|
Purchase of marketable securities
|
(24,903,107
|
)
|
(2,888,648
|
)
|
||||
|
Sale of marketable securities
|
24,009,003
|
3,044,084
|
||||||
|
Cash acquired as part of business combination
|
1,310,977
|
—
|
||||||
|
Net cash (used in) provided by investing activities
|
(223,207
|
)
|
121,230
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from issuance of MOR Series S units
|
—
|
3,315,700
|
||||||
|
Proceeds from exercise of MOR Class B options
|
292,830
|
—
|
||||||
|
Payments on notes payable and financing arrangements
|
(5,551
|
)
|
—
|
|||||
|
Proceeds from exercise of common stock options
|
48,570
|
—
|
||||||
|
Proceeds from sale of common stock
|
11,968,652
|
—
|
||||||
|
Proceeds from the issuance of convertible notes payable
|
23,978,670
|
—
|
||||||
|
Net cash provided by financing activities
|
36,283,171
|
3,315,700
|
||||||
|
Net change in cash
|
22,869,635
|
1,081,037
|
||||||
|
Cash and cash equivalents, beginning of period
|
665,463
|
494
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
23,535,098
|
$
|
1,081,531
|
||||
|
Supplemental disclosure of cash flow information
|
||||||||
|
Cash paid for interest
|
$
|
724
|
$
|
—
|
||||
|
Cash paid for taxes
|
$
|
—
|
$
|
—
|
||||
|
Non-cash Investing and Financing Activities:
|
||||||||
|
Conversion of promissory notes to Series S units
|
$
|
—
|
$
|
184,300
|
||||
|
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 accrued 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. Foreign currency related gains result from foreign currency transactions and translation gains and losses related to Engeni SA, a
subsidiary of our Company acquired as part of the acquisition of Helix. We exclude foreign currency related gains from Adjusted EBITDA 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. Investors should note that foreign currency related gains or losses are expected to recur in future periods.
|
| ● |
Other Items. We engage in other activities and transactions that can impact our net loss. In the periods being reported, these other items included, (i) change in fair value of warrant liability which related to warrants assumed in
the acquisition of Helix; (ii) transaction related expenses which consist of professional fees and other expenses incurred in connection with the acquisition of Helix; (iii) other income which consists of profits on marketable security
investments; and (iv) loss on impairment of goodwill. We exclude these other items from Adjusted EBITDA because we believe these activities or transactions are not directly attributable to the performance of our business operations and,
accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that some of these other items may recur in future periods.
|
| ● |
Income tax expense. 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 expect
to incur a net loss for financial reporting and income tax reporting purposes for this year. Accordingly, any benefit for federal and state income taxes benefit has been entirely offset by a valuation allowance against the related
deferred tax net assets. We exclude the income tax expense from Adjusted EBITDA (i) because we believe that the income tax expense is not directly attributable to the underlying performance of our business operations and, accordingly, its
exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different tax attributes.
|
|
Historical (Unaudited)
Three Months Ended
September 30,
|
Historical (Unaudited)
Nine Months Ended
September 30,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
4,489,177
|
$
|
159,504
|
$
|
9,661,826
|
$
|
334,921
|
||||||||
|
Services
|
269,753
|
$
|
—
|
858,400
|
—
|
|||||||||||
|
Other
|
202,825
|
$
|
—
|
610,123
|
—
|
|||||||||||
|
Total revenues
|
$
|
4,961,755
|
$
|
159,504
|
$
|
11,130,349
|
$
|
334,921
|
||||||||
|
Net loss
|
$
|
(6,876,472
|
)
|
(1,161,915
|
)
|
$
|
(18,502,315
|
)
|
$
|
(2,628,690
|
)
|
|||||
|
Depreciation & amortization
|
598,565
|
3,059
|
1,381,637
|
4,932
|
||||||||||||
|
Stock based compensation expense
|
2,627,506
|
8,561
|
6,245,679
|
20,331
|
||||||||||||
|
Change in fair value of warrant liability
|
(251,778
|
)
|
—
|
(746,605
|
)
|
—
|
||||||||||
|
Loss on impairment of goodwill
|
—
|
—
|
—
|
—
|
||||||||||||
|
Transaction related expenses
|
—
|
105,128
|
1,210,279
|
195,634
|
||||||||||||
|
Interest and investment income
|
(1,903
|
)
|
(89
|
)
|
(4,601
|
)
|
(5,796
|
)
|
||||||||
|
Interest expense
|
79,422
|
—
|
101,325
|
—
|
||||||||||||
|
Foreign currency related gains
|
(298,170
|
)
|
—
|
(298,170
|
)
|
—
|
||||||||||
|
Other income
|
—
|
—
|
—
|
—
|
||||||||||||
|
Income tax expense
|
—
|
—
|
—
|
—
|
||||||||||||
|
Adjusted EBITDA
|
$
|
(4,122,830
|
)
|
(1,045,256
|
)
|
$
|
(10,612,771
|
)
|
$
|
(2,413,589
|
)
|
|||||
|
Pro Forma (Unaudited)
Three Months Ended
September 30,
|
Pro Forma (Unaudited)
Nine Months Ended
September 30,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Information and Software
|
$
|
4,489,177
|
$
|
2,559,049
|
$
|
11,290,503
|
$
|
7,343,422
|
||||||||
|
Services
|
269,753
|
330,000
|
1,092,089
|
981,455
|
||||||||||||
|
Other
|
202,825
|
173,508
|
756,665
|
810,396
|
||||||||||||
|
Total revenues
|
$
|
4,961,755
|
$
|
3,062,557
|
$
|
13,139,257
|
$
|
9,135,273
|
||||||||
|
Net loss
|
$
|
(6,876,472
|
)
|
$
|
(42,488,120
|
)
|
$
|
(21,265,019
|
)
|
$
|
(46,647,993
|
)
|
||||
|
Depreciation & amortization
|
598,565
|
585,371
|
1,802,865
|
1,770,219
|
||||||||||||
|
Stock based compensation expense
|
2,627,506
|
563,599
|
6,408,622
|
1,635,203
|
||||||||||||
|
Change in fair value of warrant liability
|
(251,778
|
)
|
(67,039
|
)
|
469,619
|
(682,717
|
)
|
|||||||||
|
Loss on impairment of goodwill
|
—
|
39,963,107
|
—
|
41,333,085
|
||||||||||||
|
Transaction related expenses
|
—
|
199,697
|
2,096,054
|
375,507
|
||||||||||||
|
Interest and investment income
|
(1,903
|
)
|
5,630
|
(4,601
|
)
|
(2,459
|
)
|
|||||||||
|
Interest expense
|
79,422
|
74,911
|
106,181
|
195,136
|
||||||||||||
|
Foreign currency related gains
|
(298,170
|
)
|
—
|
(298,170
|
)
|
—
|
||||||||||
|
Other income
|
—
|
—
|
(55,006
|
)
|
—
|
|||||||||||
|
Income tax expense
|
—
|
—
|
—
|
—
|
||||||||||||
|
Adjusted EBITDA
|
$
|
(4,122,830
|
)
|
$
|
(1,162,844
|
)
|
$
|
(10,739,455
|
)
|
$
|
(2,024,019
|
)
|
||||