Item 1.01 Entry into a Material Definitive Agreement
Stock Purchase Agreement
On February 10, 2023, Helix Technologies, Inc., a Delaware corporation ("Helix")
and a wholly owned subsidiary of Forian Inc. (the "Company"), completed the sale
of 100% of the outstanding capital stock of its wholly owned subsidiary,
Bio-Tech Medical Software, Inc., a Florida corporation ("BioTrack"), to BT
Assets Group Inc., a Delaware corporation ("Buyer") and a wholly owned
subsidiary of Alleaves Inc., a Delaware corporation ("Alleaves"), pursuant to
that certain Stock Purchase Agreement (the "Purchase Agreement"), dated February
10, 2023, by and among Helix, BioTrack and the Buyer (the "Transaction").
Through the Transaction, the Company exited the cannabis software business.
The total consideration paid by the Buyer under the Purchase Agreement is $30
million, subject to any working capital adjustments. The Buyer paid $20 million
in cash at closing and is required to make twelve equal monthly payments
totaling $10 million commencing March 2023, which subsequent payments are
guaranteed by certain affiliates of the Buyer.
The Purchase Agreement contains customary representations, warranties and
covenants. The Buyer has obtained representation and warranty insurance, subject
to certain exclusions, deductibles, policy limits and other terms and conditions
set forth therein.
The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the text of the Purchase Agreement. The Purchase Agreement is
attached as Exhibit 2.1 hereto and incorporated herein by reference.
License Agreement
The Company, Helix, BioTrack and the Buyer also entered into that certain
License Agreement, dated February 10, 2023 (the "License Agreement"), pursuant
to which the Company and its affiliates have been granted a perpetual (subject
to certain conditions described below), world-wide, exclusive (subject to
certain conditions as described in the License Agreement), royalty-free,
transferrable and sublicensable license to certain U.S. transactional data
processed by the point of sale software systems owned, licensed or operated by
the Buyer and its affiliates.
Upon the consummation of a Qualified Transaction (as defined in the License
Agreement), the license transitions from a perpetual term to a term expiring on
the later to occur of (a) the five-year anniversary of the consummation of such
Qualified Transaction and (b) the seven-year anniversary of the effective date
of the License Agreement.
The foregoing description of the License Agreement is qualified in its entirety
by reference to the text of the License Agreement. The License Agreement is
attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 above relating to the closing of the
Transaction is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Departure of Dan Barton as Chief Executive Officer and President and Class II
Director
On February 13, 2023, the Company announced that Daniel Barton resigned as the
Company's Chief Executive Officer and President and as a Class II member of the
Board of Directors (the "Board") effective February 10, 2023. Mr. Barton's
resignation was not the result of any disagreement relating to the Company's
strategy, operations, policies or practices or any issues regarding the
Company's accounting policies, procedures, estimates or judgements.
--------------------------------------------------------------------------------
In connection with Mr. Barton's resignation, the Company and Mr. Barton entered
into a separation agreement containing a general release of claims (the
"Separation Agreement"). Mr. Barton will be eligible to receive the following,
subject to continued compliance with the Separation Agreement: (i) continuation
of Mr. Barton's salary of $250,000 for twelve (12) months; (ii) $87,500,
representing Mr. Barton's annual bonus for the year ended December 31, 2022;
(iii) acceleration of Mr. Barton's remaining 106,656 unvested restricted shares
of Company common stock; and (iv) a maximum of twelve (12) months of continued
COBRA coverage. The foregoing summary of the Separation Agreement does not
purport to be complete and is qualified in its entirety by reference to the
complete agreement, which is attached as Exhibit 10.2 hereto and incorporated
herein by reference.
Appointment of Interim Chief Executive Officer and President
Effective as of February 10, 2023, the Board appointed Max C. Wygod as interim
Chief Executive Officer and President.
Mr. Wygod, age 36, serves as Executive Chairman of the Company, a role he has
held since the Company's inception in 2021. Mr. Wygod co-founded Medical
Outcomes Research Analytics, LLC ("MOR") in 2019 and served as a Manager of MOR
until February 2021. Mr. Wygod is a healthcare executive and investor with
experience investing, acquiring, and divesting public and private growth
companies at the intersection of healthcare and information technology.
Previously, Mr. Wygod served as a Vice President of Business Development at
WebMD Health, where he participated in facilitating its sale to Internet Brands,
a KKR portfolio company in 2017. A seven-year veteran at WebMD, Mr. Wygod had
various business development and operating roles that included WebMD's strategic
growth objectives through capital allocation, acquisitions, partnerships, joint
ventures, commercial relationships, investments and divestitures. Mr. Wygod
received a B.A. from Duke University and an M.B.A. in Finance and
Entrepreneurship from The Stern School at New York University.
Mr. Wygod will not receive any additional compensation in consideration for
serving as interim Chief Executive Officer and President.
Other than as disclosed herein, there are no arrangements or understandings
between Mr. Wygod and any other person and Mr. Wygod has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. Mr. Wygod is the son of Class I director Martin J.
Wygod.
Item 8.01 Other Events
Press Releases
On February 13, 2023, the Company and Alleaves issued a joint press release
announcing the Transaction and the License Agreement, which release also
announced the resignation of Mr. Barton and the appointment of Mr. Wygod. A copy
of the press release is attached hereto as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference into this Item 8.01.
Reduction in Board Size
On February 10, 2023, following the resignation of Mr. Barton, and as permitted
by the Bylaws of the Company, the Board reduced the size of the Board from
eleven (11) to ten (10) members by eliminating the existing Class II vacancy on
the Board resulting from the resignation of Mr. Barton.
--------------------------------------------------------------------------------
Item 9.01 Financial Statement and Exhibits
(b) The unaudited pro forma consolidated financial information of the Company
giving effect to the Transaction, and the related notes thereto, have been
derived from its historical consolidated financial statements and are attached
as Exhibit 99.3 hereto.
(d) Exhibits.
Exhibit Number Description
2.1 Stock Purchase Agreement, dated February 10, 2023, by and among Helix
Technologies, Inc., Bio-Tech Medical Software, Inc. and BT Assets
Group, Inc.
10.1 License Agreement, dated February 10, 2023, by and among Forian Inc.,
Helix Technologies, Inc., BT Assets Group, Inc. and Bio-Tech Medical
Software, Inc.
10.2 Separation Agreement, dated February 10, 2023, by and between Forian
Inc. and Daniel Barton
99.1 Joint Press Release, dated February 13, 2023
99.2 Unaudited pro forma condensed consolidated financial information
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
FORIAN INC. 
