☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40146 FORIAN INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on which | | --- | --- | --- | | | | r ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Forian Inc.'s unaudited condensed consolidated financial statements and explanatory notes for the periods ended March 31, 2023, and December 31, 2022 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202023%20%28unaudited%29%20and%20December%2031%2C%202022) | Item | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | **ASSETS** | | | | Total current assets | $55,313,863 | $26,916,028 | | Total assets | $55,634,738 | $46,258,167 | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | $9,907,060 | $8,352,575 | | Total long-term liabilities | $25,320,397 | $25,483,116 | | Total liabilities | $35,227,457 | $33,835,691 | | Total stockholders' equity | $20,407,281 | $12,422,476 | | Total liabilities and stockholders' equity | $55,634,738 | $46,258,167 | - Total assets increased by **$9,376,571 (20.3%)** from December 31, 2022, to March 31, 2023, primarily driven by an increase in marketable securities and proceeds receivable from the sale of discontinued operations[8](index=8&type=chunk) - Total stockholders' equity increased by **$7,984,805 (64.3%)** from December 31, 2022, to March 31, 2023, mainly due to net income and stock-based compensation[9](index=9&type=chunk)[14](index=14&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022%20%28unaudited%29) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $4,870,387 | $3,534,861 | | Total costs and expenses | $7,258,184 | $13,859,863 | | Loss From Continuing Operations | $(2,387,797) | $(10,325,002) | | Total other income, net | $168,907 | $12,302 | | Loss from continuing operations, net of tax | $(2,248,799) | $(10,317,700) | | Income (loss) from discontinued operations, net of tax | $8,747,278 | $(1,536,388) | | Net Income (Loss) | $6,498,479 | $(11,854,088) | | Net income (loss) per share - basic and diluted | $0.19 | $(0.37) | - The company reported a net income of **$6,498,479** for Q1 2023, a significant improvement from a net loss of **$(11,854,088)** in Q1 2022, primarily driven by a gain on the sale of discontinued operations[12](index=12&type=chunk) - Revenue from continuing operations increased by **37.8%** year-over-year, from **$3,534,861** in Q1 2022 to **$4,870,387** in Q1 2023[12](index=12&type=chunk)[147](index=147&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022%20%28unaudited%29) | Item | Balance at Jan 1, 2023 | Net Income | Stock-based Compensation | Balance at Mar 31, 2023 | | :----------------------------------- | :--------------------- | :--------- | :----------------------- | :---------------------- | | Common Stock (Par Value @ $0.001) | $32,251 | $0 | $167 | $32,419 | | Additional Paid-In Capital | $71,182,326 | $0 | $1,580,925 | $72,668,484 | | Accumulated Deficit | $(58,792,101) | $6,498,479 | $0 | $(52,293,622) | | Total Stockholders' Equity | $12,422,476 | $6,498,479 | $1,580,925 | $20,407,281 | - Total stockholders' equity increased from **$12,422,476** at January 1, 2023, to **$20,407,281** at March 31, 2023, primarily due to net income of **$6,498,479** and stock-based compensation expense of **$1,580,925**[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022%20%28unaudited%29) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(1,228,426) | $(3,825,878) | | Net cash used in investing activities | $(633,003) | $(667,515) | | Net cash used in financing activities | $(94,599) | $(13,122) | | Net change in cash | $(1,956,028) | $(4,506,515) | | Cash and cash equivalents, end of period | $839,715 | $13,431,975 | - Net cash used in operating activities decreased by **$2,597,452**, from **$(3,825,878)** in Q1 2022 to **$(1,228,426)** in Q1 2023, indicating improved operational cash burn[16](index=16&type=chunk)[168](index=168&type=chunk) - Cash and cash equivalents at the end of Q1 2023 were **$839,715**, a decrease from **$2,795,743** at the beginning of the period[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 Business Organization and Nature of Operations](index=8&type=section&id=Note%201%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) Forian Inc., formed in 2020, now focuses exclusively on healthcare data management and analytics after divesting cannabis businesses - Forian Inc. was formed in October 2020 through a business combination with Helix Technologies Inc[17](index=17&type=chunk) - The company has divested its cannabis industry-related businesses (BioTrack, security monitoring, and Engeni LLC) in 2022-2023, and now focuses solely on healthcare and related industries[19](index=19&type=chunk)[138](index=138&type=chunk) [Note 2 Basis of Presentation](index=8&type=section&id=Note%202%20BASIS%20OF%20PRESENTATION) Financial statements are prepared under U.S. GAAP, condensed per Form 10-Q, with management believing all necessary adjustments are included - Financial statements are prepared under U.S. GAAP, with condensations and omissions per Form 10-Q instructions[20](index=20&type=chunk) [Note 3 Summary of Significant Accounting Policies](index=8&type=section&id=Note%203%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines significant accounting policies, including consolidation, discontinued operations, revenue recognition, and stock-based compensation - The company's consolidated financial statements include Medical Outcomes Research Analytics, LLC and Helix Technologies, Inc. and its subsidiaries, with intercompany transactions eliminated[21](index=21&type=chunk) - The sales of BioTrack, the security monitoring business, and Engeni, LLC are classified as discontinued operations due to representing a strategic shift[24](index=24&type=chunk) - Revenue is primarily derived from license fees for information products, recognized when customers obtain control of promised goods or services, often ratably over the contract term[44](index=44&type=chunk) - Separation expenses for Q1 2023 include **$250,000** for salary continuation and **$349,832** for accelerated vesting of restricted stock due to the CEO's resignation[77](index=77&type=chunk) - In Q1 2022, separation expenses included **$5,417,043** in stock compensation due to non-renewal of advisor agreements for former Helix executives[78](index=78&type=chunk) [Note 4 Discontinued Operations](index=18&type=section&id=Note%204%20DISCONTINUED%20OPERATIONS) This note details the 2022-2023 sale of Helix Businesses, exiting the cannabis industry, with financial results presented as discontinued operations - Helix completed the sale of BioTrack on February 10, 2023, for **$30.0 million** (**$20.0 million** cash at closing, **$10.0 million** in twelve monthly installments)[83](index=83&type=chunk) - The company recognized a gain on sale of BioTrack of **$11,531,849** and a loss from discontinued operations of **$94,427** during Q1 2023[84](index=84&type=chunk) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenues (Helix Businesses) | $1,301,475 | $2,856,418 | | Total costs and expenses (Helix Businesses) | $1,395,902 | $4,647,856 | | Net gain (loss) from discontinued operations, net of tax | $8,747,278 | $(1,536,388) | [Note 5 Marketable Securities](index=20&type=section&id=Note%205%20MARKETABLE%20SECURITIES) Marketable securities, primarily short-term U.S. Treasuries, are classified as available-for-sale and significantly increased in Q1 2023 - Marketable securities are valued using Level 1 inputs (current market quotes) and consist of short-term U.S. Treasuries and money market mutual funds[88](index=88&type=chunk) | Item | March 31, 2023 | December 31, 2022 | | :----------------------- | :------------- | :---------------- | | Cost | $38,854,166 | $17,234,633 | | Fair Market Value | $39,164,720 | $17,396,487 | [Note 6 Prepaid Expenses and Other Current Assets](index=21&type=section&id=Note%206%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) Prepaid expenses, mainly for software and insurance, decreased in Q1 2023, while other current assets include employee receivables | Item | March 31, 2023 | December 31, 2022 | | :---------------- | :------------- | :---------------- | | Prepaid expenses | $425,986 | $835,786 | - Other current assets as of March 31, 2023, include **$342,986** receivable from employees[92](index=92&type=chunk) [Note 7 Property and Equipment, Net](index=21&type=section&id=Note%207%20PROPERTY%20AND%20EQUIPMENT%2C%20NET) Net property and equipment increased in Q1 2023 due to software development, with a corresponding rise in depreciation and amortization | Item | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Property and equipment, net | $112,093 | $75,030 | | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Depreciation and amortization expense | $38,430 | $15,349 | [Note 8 Accrued Expenses](index=21&type=section&id=Note%208%20ACCRUED%20EXPENSES) Accrued expenses significantly increased in Q1 2023, primarily driven by the recognition of income taxes payable | Item | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Accrued salary, commission and bonus | $1,659,762 | $2,112,482 | | Income taxes payable | $2,746,515 | $0 | | Accrued expenses (other) | $2,017,259 | $1,654,307 | | Total | $6,423,536 | $3,766,789 | [Note 9 Warrant Liability](index=22&type=section&id=Note%209%20WARRANT%20LIABILITY) Warrant liability, a Level 3 financial instrument, increased in fair value during Q1 2023, calculated using the Black-Scholes model - Warrants to purchase Helix common stock were converted to warrants to purchase Company common stock and are classified as a liability[96](index=96&type=chunk) | Item | As of March 31, 2023 | As of December 31, 2022 | | :----------------------------------- | :------------------- | :---------------------- | | Fair value of financial instruments - warrants | $10,106 | $4,547 | | Warrants outstanding | 86,502 | 92,058 | - The change in fair value of warrant liability for Q1 2023 was **$5,559**, compared to **$(219,840)** for Q1 2022[97](index=97&type=chunk) [Note 10 Convertible Notes](index=23&type=section&id=Note%2010%20CONVERTIBLE%20NOTES) The company holds **$24.0 million** in 3.5% Convertible Promissory Notes due 2025, convertible into common stock and warrants at **$11.98** per share | Item | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | Principal outstanding | $24,000,000 | $24,000,000 | | Convertible note payable, net of debt issuance costs | $25,315,003 | $25,106,547 | - The Notes accrue interest at an annual rate of **3.5%** and are convertible into common stock and warrants at an exercise price of **$11.98** per share[100](index=100&type=chunk) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Interest expense related to the Notes | $208,456 | $210,000 | [Note 11 Stock-Based Compensation](index=24&type=section&id=Note%2011%20STOCK-BASED%20COMPENSATION) This note details stock-based compensation plans, with **$15.4 million** unrecognized expense as of March 31, 2023, and significant Q1 expenses from executive separations | Item | March 31, 2023 | December 31, 2022 | | :----------------------------------- | :------------- | :---------------- | | Unvested Restricted Shares and Units | 910,720 | 551,258 | | Outstanding Stock Options | 4,634,302 | 3,983,808 | - Stock-based compensation expense for Q1 2023 was **$1,580,925**, including **$349,832** related to accelerated vesting for the former CEO's resignation[109](index=109&type=chunk)[111](index=111&type=chunk) - Stock-based compensation expense for Q1 2022 was **$7,904,584**, including **$5,417,043** related to options vesting for former Helix executives due to non-renewal of advisor agreements[110](index=110&type=chunk)[111](index=111&type=chunk) [Note 12 Net Income (Loss) Per Share](index=26&type=section&id=Note%2012%20NET%20INCOME%20%28LOSS%29%20PER%20SHARE) The company reported basic and diluted net income per share of **$0.19** for Q1 2023, a significant improvement from Q1 2022, driven by discontinued operations income | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net Income (Loss) | $6,498,479 | $(11,854,088) | | Basic and diluted loss from continuing operations per share | $(0.08) | $(0.32) | | Basic and diluted income (loss) from discontinued operations per share | $0.27 | $(0.05) | | Net loss per common share - basic and diluted | $0.19 | $(0.37) | | Weighted average common shares outstanding | 32,300,237 | 31,857,685 | - Potentially dilutive securities, including warrants, stock options, convertible notes, and unvested restricted stock awards/units, totaling **8,156,371** as of March 31, 2023, were excluded from diluted EPS calculation due to their anti-dilutive effect on loss from continuing operations[114](index=114&type=chunk) [Note 13 Related Party Transactions](index=27&type=section&id=Note%2013%20RELATED%20PARTY%20TRANSACTIONS) This note discloses related party transactions, including payments to the Chief Strategy Officer and a director's holding of **$6.0 million** in convertible notes - Adam Dublin, Chief Strategy Officer, received **$49,032** from a former vendor in Q1 2023 (**$92,369** in Q1 2022)[115](index=115&type=chunk) - A director of the company holds **$6,000,000** in principal of the 3.5% Convertible Promissory Notes[117](index=117&type=chunk) [Note 14 Segment Results](index=27&type=section&id=Note%2014%20SEGMENT%20RESULTS) Following cannabis business divestiture, Forian Inc.'s continuing operations now comprise a single segment focused on healthcare analytics and information services - The company's continuing operations now consist of a single reportable segment focused on healthcare and other industries, following the disposal of cannabis-related businesses[121](index=121&type=chunk) [Note 15 Leases](index=28&type=section&id=Note%2015%20LEASES) The company accounts for operating leases under ASC Topic 842, primarily for facilities, with lease liabilities and ROU assets recorded on the balance sheet | Item | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Right of use assets, net | $27,346 | $32,560 | | Total lease liabilities | $27,346 | $32,560 | | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total operating lease costs | $10,743 | $450 | - Future minimum lease payments total **$29,056**, with **$17,794** due in the remainder of 2023 and **$11,262** in 2024[127](index=127&type=chunk) [Note 16 Commitments and Contingencies](index=29&type=section&id=Note%2016%20COMMITMENTS%20AND%20CONTINGENCIES) The company has **$5.0 million** in future payment obligations through 2026 and is vigorously defending two material legal proceedings | Year Ending December 31, | March 31, 2023 | | :----------------------- | :------------- | | 2023 (remaining) | $1,137,595 | | 2024 | $1,887,595 | | 2025 | $1,600,000 | | 2026 | $400,000 | | Total | $5,025,190 | - The company is a defendant in Audet v. Green Tree International, et al., a lawsuit claiming **10%** ownership of an indirect subsidiary, seeking unspecified monetary damages[131](index=131&type=chunk) - The company is also a defendant in Grant Whitus et al. v. Forian Inc., et al., a lawsuit by former Helix employees seeking over **$27.5 million** in damages for alleged breach of contract and other claims related to unreceived equity interest or compensation[132](index=132&type=chunk) [Note 17 Subsequent Events](index=30&type=section&id=Note%2017%20SUBSEQUENT%20EVENTS) No subsequent events requiring adjustment or disclosure were identified up to the financial statement issuance date - No subsequent events requiring adjustment or disclosure were identified after the balance sheet date up to the issuance of the financial statements[133](index=133&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Forian Inc.'s Q1 2023 financial condition and results, including operations, non-GAAP measures, liquidity, and critical accounting policies [Overview](index=31&type=section&id=Overview) - Forian Inc. provides data management and proprietary information and analytics solutions to the healthcare and related industries[136](index=136&type=chunk) - Following the sale of its Helix Businesses in February 2023, the company no longer operates in the cannabis industry and focuses solely on healthcare analytics[138](index=138&type=chunk) [Financial Operations Overview](index=31&type=section&id=Financial%20Operations%20Overview) - Revenues are primarily derived from licensing fees for proprietary information products and services contracts with government agencies[140](index=140&type=chunk) - Cost of revenues includes labor, information licensing, hosting, and infrastructure costs[141](index=141&type=chunk) - Research and development focuses on new features and applications, with expenses primarily from employee-related costs, subcontractors, and hosted infrastructure[142](index=142&type=chunk) - Sales and marketing expenses include salaries, commissions, advertising, market research, and event costs, with plans for continued investment[143](index=143&type=chunk) - General and administrative expenses cover administrative functions, professional fees, and other corporate support[144](index=144&type=chunk) [Results of Operations for the Three Months Ended March 31, 2023 and 2022](index=33&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202023%20and%202022) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | Change ($) | Change (%) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Revenues | $4,870,387 | $3,534,861 | $1,335,526 | 37.8% | | Cost of revenues | $1,252,215 | $1,243,030 | $9,185 | 0.7% | | Research and development | $531,689 | $1,089,879 | $(558,190) | -51.2% | | Sales and marketing | $1,196,192 | $820,594 | $375,598 | 45.8% | | General and administrative | $3,639,826 | $5,273,968 | $(1,634,142) | -31.0% | | Separation expenses | $599,832 | $5,417,043 | $(4,817,211) | -88.9% | | Loss from continuing operations | $(2,387,797) | $(10,325,002) | $7,937,205 | -76.9% | - Gross profit as a percentage of revenues increased to **74.3%** for Q1 2023, up from **64.8%** in Q1 2022, due to cost of revenues increasing at a lower rate than revenue[148](index=148&type=chunk) - The decrease in General and Administrative expenses was primarily due to lower personnel costs, consulting, and professional fees, including a **$729,763** decrease in stock-based compensation related to the departure of former Helix advisors[151](index=151&type=chunk) [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) - Adjusted EBITDA is presented as a non-GAAP measure to supplement U.S. GAAP net income/loss, used by management for decision-making, budgeting, and evaluating performance[154](index=154&type=chunk)[155](index=155&type=chunk) - Adjusted EBITDA excludes depreciation and amortization, stock-based compensation expense, interest expense, investment income, other items (like warrant liability fair value changes), severance expenses, and income tax expense[158](index=158&type=chunk)[160](index=160&type=chunk) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss from continuing operations | $(2,248,799) | $(10,317,700) | | Adjustments: | | | | Depreciation and amortization | $38,430 | $15,349 | | Stock based compensation expense | $1,828,233 | $7,613,978 | | Change in fair value of warrant liability | $5,559 | $(219,840) | | Interest and investment income | $(382,922) | $(3,795) | | Interest expense | $208,456 | $211,333 | | Severance expense | $250,000 | $0 | | Income tax expense | $29,909 | $5,000 | | Adjusted EBITDA - continuing operations | $(271,134) | $(2,695,675) | - Adjusted EBITDA loss from continuing operations decreased by **$2,424,541**, from **$(2,695,675)** in Q1 2022 to **$(271,134)** in Q1 2023, reflecting higher revenues and lower R&D and G&A expenses[165](index=165&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's operations have been financed primarily through equity issuances and convertible notes, and it expects to continue funding operations via cash flow, debt, and/or additional equity[166](index=166&type=chunk) - As of March 31, 2023, the company had **$40 million** in cash and marketable securities, plus **$8.8 million** in proceeds receivable from the BioTrack sale[166](index=166&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities - continuing operations | $(1,201,777) | $(2,399,452) | | Net cash provided by (used in) investing activities - continuing operations | $(633,003) | $160,378 | | Net cash used in financing activities - continuing operations | $(94,599) | $(13,122) | - Net cash used in operating activities decreased by **$1,197,675** in Q1 2023 compared to Q1 2022, driven by a decreased Adjusted EBITDA loss[168](index=168&type=chunk) - Net cash used in investing activities increased by **$793,381** in Q1 2023, primarily due to increased net purchases of marketable securities, partially offset by cash from discontinued operations sale[169](index=169&type=chunk) - Net cash used in financing activities increased by **$81,477** in Q1 2023, mainly due to cash used for income tax withholding payments on vesting restricted stock[170](index=170&type=chunk) [Critical Accounting Policies and Use of Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) - The company's critical accounting policies involve judgments and estimates, particularly for discontinued operations, which require estimates regarding cost allocation and net asset values[172](index=172&type=chunk)[174](index=174&type=chunk) - The adoption of ASU 2021-08 (Accounting for Contract Assets and Contract Liabilities from Contracts with Customers) on January 1, 2023, did not have a material impact on the financial statements[175](index=175&type=chunk) - As an 'emerging growth company' under the JOBS Act, Forian Inc. elects to use the extended transition period for new or revised accounting standards and is exempt from certain reporting requirements[177](index=177&type=chunk)[178](index=178&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for the company - This item is not required for the company[179](index=179&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of March 31, 2023, due to material weaknesses, with ongoing remediation efforts - Disclosure controls and procedures were deemed ineffective as of March 31, 2023, due to material weaknesses in internal controls over financial reporting[181](index=181&type=chunk) - Remediation efforts include hiring additional accounting personnel and outside consultants, and implementing upgraded accounting and finance systems[184](index=184&type=chunk)[185](index=185&type=chunk) - No changes in internal control over financial reporting occurred during Q1 2023 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than the ongoing remediation efforts[187](index=187&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is vigorously defending two material legal proceedings, including a **10%** ownership claim and a **$27.5 million** lawsuit by former employees - John Audet filed a complaint claiming **10%** ownership of Green Tree International, an indirect subsidiary, seeking monetary damages and an accounting[189](index=189&type=chunk) - Four former Helix employees filed a lawsuit seeking over **$27.5 million** in damages for alleged breach of contract, promissory estoppel, and other claims related to unreceived equity interest or compensation[190](index=190&type=chunk) - The company believes both lawsuits are without merit and intends to defend vigorously against the claims[189](index=189&type=chunk)[190](index=190&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This item is not required for the company - This item is not required for the company[191](index=191&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported - None to report for unregistered sales of equity securities and use of proceeds[192](index=192&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None to report for defaults upon senior securities[193](index=193&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[193](index=193&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - None to report for other information[194](index=194&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including various agreements, corporate documents, and required certifications - Exhibits include the Stock Purchase Agreement for Bio-Tech Medical Software, Inc., Certificate of Incorporation, Bylaws, Separation Agreement with Daniel Barton, License Agreement, and various certifications (CEO, CFO, Sarbanes-Oxley Act)[196](index=196&type=chunk) Signatures - The report was signed on behalf of Forian Inc. by Max Wygod, Chief Executive Officer, and Michael Vesey, Chief Financial Officer, on May 15, 2023[198](index=198&type=chunk)[199](index=199&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40146 FORIAN INC. (Exact name of registrant as specified in its charter) Delaware 85-3467693 (State of Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Iden ...

For the quarter ended September 30, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40146 FORIAN INC. (Exact name of registrant as specified in its charter) Delaware 85-3467693 (State of Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Iden ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for Forian Inc. as of June 30, 2022, show a decrease in total assets to $50.5 million from $56.8 million at year-end 2021, primarily due to a reduction in cash and marketable securities, with total liabilities increasing to $33.0 million, and a higher net loss of $17.3 million for the six months ended June 30, 2022, compared to $11.5 million in the prior year period, driven by increased operating expenses including a one-time separation expense of $5.6 million, resulting in net cash used in operating activities of $5.6 million [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets were $50.5 million, a decrease from $56.8 million at December 31, 2021, mainly due to a decline in cash and cash equivalents, while total liabilities increased to $33.0 million from $31.7 million, and total stockholders' equity decreased from $25.2 million to $17.5 million, reflecting the net loss for the period Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $12,309.3 | $18,663.8 | | Total current assets | $29,325.9 | $35,985.8 | | Total assets | $50,508.1 | $56,842.4 | | **Liabilities & Equity** | | | | Total current liabilities | $7,840.1 | $6,799.1 | | Convertible notes payable, net | $24,680.4 | $24,260.4 | | Total liabilities | $33,011.7 | $31,671.1 | | Total stockholders' equity | $17,496.3 | $25,171.3 | | Total liabilities and stockholders' equity | $50,508.1 | $56,842.4 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the second quarter of 2022, revenues grew 43.6% year-over-year to $6.5 million, while net loss improved to $5.4 million from $7.0 million, and for the six-month period, revenues more than doubled to $12.9 million from $6.2 million year-over-year, though the six-month net loss widened to $17.3 million from $11.5 million, largely due to a $5.6 million separation expense and increased research and development costs Statement of Operations Summary (in thousands) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | **$6,534.3** | **$4,548.0** | **$12,925.5** | **$6,168.6** | | Cost of revenues | $1,746.8 | $1,232.8 | $3,314.4 | $1,690.7 | | Research and development | $3,387.1 | $1,949.9 | $6,609.9 | $3,447.8 | | General and administrative | $4,870.2 | $6,577.7 | $10,958.6 | $9,362.3 | | Separation expenses | $0.0 | $0.0 | $5,611.9 | $0.0 | | Loss From Operations | ($5,592.6) | ($6,985.0) | ($17,506.8) | ($12,101.5) | | **Net Loss** | **($5,433.5)** | **($6,964.9)** | **($17,287.6)** | **($11,480.6)** | | **Net loss per share (basic & diluted)** | **($0.17)** | **($0.22)** | **($0.54)** | **($0.42)** | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Total stockholders' equity decreased from $25.2 million at the beginning of 2022 to $17.5 million as of June 30, 2022, primarily driven by the net loss of $17.3 million for the six-month period, partially offset by $9.7 million in stock-based compensation expense - The accumulated deficit grew from **$(32.8) million** at the start of 2022 to **$(50.1) million** by June 30, 2022, reflecting the net loss incurred during the first half of the year[12](index=12&type=chunk) - Stock-based compensation expense added **$9.7 million** to additional paid-in capital during the first six months of 2022[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash used in operating activities was $5.6 million, an improvement from $8.2 million used in the same period of 2021, with net cash used in investing activities at $0.6 million primarily for property and equipment additions, and financing activities using a nominal $71,000, resulting in a $6.4 million decrease in cash and cash equivalents, ending the period at $12.3 million Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,648.9) | $(8,178.2) | | Net cash used in investing activities | $(634.4) | $(18.3) | | Net cash (used in) provided by financing activities | $(71.2) | $12,294.4 | | **Net change in cash** | **$(6,354.5)** | **$4,097.9** | | Cash and cash equivalents, end of period | $12,309.3 | $4,763.3 | - The significant cash provided by financing activities in 2021 was due to **$12.0 million** raised from the sale of common stock, which did not recur in 2022[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, which provides software, data, and analytics to the healthcare and cannabis industries, highlighting the March 2021 business combination with Helix Technologies accounted for as a reverse acquisition, significant accounting policies covering revenue recognition where Information and Software revenue grew substantially, and goodwill impairment testing, with disclosure on three reportable segments: Information and Software, Services, and Other, along with details on a $24 million convertible note issuance, stock-based compensation, legal proceedings, and lease commitments - The company provides software solutions, proprietary data, and predictive analytics to customers in the healthcare and cannabis industries[17](index=17&type=chunk) - On March 2, 2021, the company completed a business combination with Helix Technologies, which was accounted for as a reverse acquisition with MOR (the company's predecessor) as the accounting acquirer[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) Disaggregated Revenue by Category (Six Months Ended June 30) | Revenue Category | 2022 | 2021 | | :--- | :--- | :--- | | Healthcare Information | $7,137,774 | $1,956,347 | | Software Subscriptions | $4,755,759 | $3,216,302 | | Services | $826,861 | $588,647 | | Other | $205,143 | $407,298 | | **Total** | **$12,925,537** | **$6,168,594** | - In September 2021, the company issued **$24 million** in 3.5% Convertible Promissory Notes due 2025, with a conversion price of **$11.98 per share**[107](index=107&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant revenue growth in the first half of 2022 primarily to increased sales of healthcare information products, with the wider net loss driven by strategic investments in research and development to scale products, higher sales and marketing expenses, and a one-time $5.6 million separation expense related to former Helix advisors, resulting in an Adjusted EBITDA loss of $6.6 million for the six-month period, while liquidity remains strong with $23.9 million in cash and marketable securities as of June 30, 2022, supported by a $24 million convertible note issuance in 2021 Results of Operations Summary (Six Months Ended June 30) | Metric (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Revenues | $12,925.5 | $6,168.6 | | Loss from operations | $(17,506.8) | $(12,101.5) | | Net loss | $(17,287.6) | $(11,480.6) | - Revenue for the six months ended June 30, 2022, increased by **$6.8 million** year-over-year, primarily driven by a **$5.2 million** increase in sales of healthcare information products[174](index=174&type=chunk) - Separation expenses of **$5.6 million** were recorded in H1 2022, consisting of severance and accelerated stock compensation related to the non-renewal of advisory agreements with former Helix executives[180](index=180&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Line Item | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net loss** | **$(5,433.5)** | **$(6,964.9)** | **$(17,287.6)** | **$(11,480.6)** | | Depreciation and amortization | $604.1 | $595.5 | $1,209.8 | $783.1 | | Stock based compensation expense | $1,766.2 | $2,751.5 | $9,670.8 | $3,618.2 | | Other Adjustments | $(160.0) | $80.0 | $(223.6) | $690.4 | | **Adjusted EBITDA** | **$(3,222.2)** | **$(3,637.9)** | **$(6,633.6)** | **$(6,489.9)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies - The company has indicated that this disclosure is not required[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2022, due to material weaknesses in internal controls over financial reporting previously disclosed in the 2021 Form 10-K, with active remediation efforts underway including hiring additional personnel and consultants, and upgrading its accounting and finance systems - The company identified material weaknesses in its internal controls over financial reporting, leading to the conclusion that disclosure controls and procedures were ineffective as of June 30, 2022[217](index=217&type=chunk) - Remediation efforts are underway, including hiring more staff, engaging outside consultants, and upgrading accounting systems to strengthen internal controls[219](index=219&type=chunk)[220](index=220&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including 'Audet v. Green Tree International' where a plaintiff claims 10% ownership of a subsidiary, and 'Grant Whitus et al. v. Forian Inc.' where former Helix employees are seeking over $27.5 million for alleged unpaid equity and compensation, with the company believing these lawsuits are without merit and intending to defend against them vigorously, while a separate negligence lawsuit, 'Nykiah Thomas v. Security Consultants Group,' was settled and dismissed in July 2022 - **Audet v. Green Tree International:** A lawsuit where the plaintiff claims **10% ownership** of GTI, a subsidiary, and seeks unspecified monetary damages, with the company believing the suit is without merit[224](index=224&type=chunk) - **Grant Whitus et al. v. Forian Inc.:** A lawsuit filed by former Helix employees claiming breach of contract and other charges related to promised equity or compensation, seeking over **$27.5 million** in damages, with the company defending vigorously against the claims[226](index=226&type=chunk) - **Nykiah Thomas v. Security Consultants Group:** A negligence lawsuit related to a school shooting was settled and dismissed with prejudice in July 2022[225](index=225&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This item is not required for smaller reporting companies - The company has indicated that this disclosure is not required[227](index=227&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[228](index=228&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[229](index=229&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[230](index=230&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[232](index=232&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including the Certificate of Incorporation, Bylaws, an amendment to the 2020 Equity Incentive Plan, and certifications from the CEO and CFO as required by the Sarbanes-Oxley Act - Exhibits filed include corporate governance documents, amendments to equity plans, and required CEO/CFO certifications[233](index=233&type=chunk)

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements for Forian Inc. for the three months ended March 31, 2022, including balance sheets, statements of operations, statements of stockholders' equity, and statements of cash flows, along with accompanying notes detailing accounting policies, business combination impact, and segment performance [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Forian Inc. for the three months ended March 31, 2022 It includes the balance sheets, statements of operations, statements of stockholders' equity, and statements of cash flows The accompanying notes provide detailed explanations of accounting policies, the impact of the Helix business combination, segment performance, and other financial details [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The core financial statements show a significant increase in revenue alongside a widening net loss for the first quarter of 2022 compared to the prior year Total assets decreased slightly from year-end 2021, while total liabilities increased The company used $3.2 million in cash from operations during the quarter Condensed Consolidated Statements of Operations (Q1 2022 vs Q1 2021) | Financial Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenues** | $6,391,279 | $1,620,609 | | **Total Costs and Expenses** | $18,305,560 | $6,737,124 | | **Loss From Operations** | $(11,914,281) | $(5,116,515) | | **Net Loss** | $(11,854,088) | $(4,515,653) | | **Basic and Diluted Net Loss per Share** | $(0.37) | $(0.19) | Condensed Consolidated Balance Sheets (As of March 31, 2022) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $33,333,137 | $35,985,766 | | **Total Assets** | $54,421,566 | $56,842,361 | | **Total Current Liabilities** | $8,176,054 | $6,799,125 | | **Total Liabilities** | $33,199,805 | $31,671,096 | | **Total Stockholders' Equity** | $21,221,761 | $25,171,265 | Condensed Consolidated Statements of Cash Flows (Q1 2022 vs Q1 2021) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(3,229,774) | $(3,608,800) | | **Net cash (used in) provided by investing activities** | $(667,515) | $5,246,936 | | **Net cash (used in) provided by financing activities** | $(13,122) | $292,148 | | **Net change in cash** | $(3,910,411) | $1,930,284 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's formation through a reverse acquisition of Helix Technologies in March 2021 They outline revenue recognition policies, showing a significant increase in remaining performance obligations to $25.9 million The company operates in three segments, with Information & Software being the largest revenue contributor Details on convertible notes, stock-based compensation, and significant legal proceedings are also provided - The company was formed through a business combination with Helix Technologies, Inc. on March 2, 2021, accounted for as a reverse acquisition where MOR Analytics, LLC is deemed the accounting acquirer[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) Disaggregated Revenue by Category | Revenue Category | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Healthcare Information | $3,534,861 | $573,836 | | Software Subscriptions | $2,274,233 | $835,142 | | Services | $428,706 | $96,311 | | Other | $153,479 | $115,320 | | **Total** | **$6,391,279** | **$1,620,609** | - Total remaining performance obligations, representing contracted revenue not yet recognized, increased to **$25.9 million** as of March 31, 2022, from **$20.0 million** at year-end 2021[53](index=53&type=chunk) - The company recorded **$5.6 million** in separation expenses in Q1 2022, including **$5.4 million** in accelerated stock compensation for two departing advisors and severance costs from restructuring its Engeni SA subsidiary[79](index=79&type=chunk)[80](index=80&type=chunk) - As of March 31, 2022, the company had **$24 million** in principal outstanding on 3.5% Convertible Promissory Notes due 2025[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 294% year-over-year revenue growth in Q1 2022 to the inclusion of the Helix acquisition and strong performance in healthcare information products The increased net loss is explained by higher operating expenses related to scaling the business, including R&D, sales & marketing, G&A, and significant one-time separation costs The company's liquidity remains strong with $27.1 million in cash and marketable securities - Revenue for Q1 2022 increased by **$4.77 million** compared to Q1 2021 This growth was driven by the inclusion of revenues from the Helix acquisition (contributing **38%** of the increase) and higher revenues from the company's healthcare information products (contributing **62%** of the increase)[163](index=163&type=chunk) - Operating expenses rose significantly due to investments in scaling the business R&D expenses increased by **$1.7 million**, Sales & Marketing by **$0.8 million**, and General & Administrative by **$3.3 million**, with stock-based compensation being a major driver of the G&A increase[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net loss** | $(11,854,088) | $(4,515,653) | | Stock based compensation expense | $7,904,584 | $863,883 | | Depreciation & amortization | $605,674 | $187,584 | | Transaction related expenses | $0 | $1,210,279 | | Other adjustments | $(129,538) | $(600,862) | | **Adjusted EBITDA** | **$(3,411,368)** | **$(2,854,769)** | - As of March 31, 2022, the company's principal source of liquidity was **$27.1 million** in cash and marketable securities, primarily funded by equity issuances and the sale of **$24 million** in convertible notes in September 2021[187](index=187&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for the company, as it qualifies as a smaller reporting company - The company has indicated that this item is not required[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of March 31, 2022 This conclusion is based on material weaknesses in internal controls over financial reporting previously identified in the 2021 Form 10-K The company is actively implementing remediation measures, including hiring additional personnel, engaging consultants, and upgrading accounting systems - Due to material weaknesses identified in the 2021 Annual Report, the CEO and CFO concluded that disclosure controls and procedures remained ineffective as of March 31, 2022[202](index=202&type=chunk) - Remediation efforts are underway, including hiring additional accounting personnel, engaging an outside consulting firm to evaluate and document controls, and upgrading accounting and finance systems[204](index=204&type=chunk)[205](index=205&type=chunk) [PART II OTHER INFORMATION](index=43&type=section&id=PART%20II%20OTHER%20INFORMATION) This section covers other information not included in the financial statements, such as legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits filed with the report [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company discloses several legal proceedings The most significant is a lawsuit by five former Helix employees seeking over $27.5 million in damages related to claims of promised equity and compensation Another case involves a claim of 10% ownership in a subsidiary A third negligence case has been settled in principle and is expected to be dismissed - In the case of *Grant Whitus et al. v. Forian Inc.*, five former Helix employees are seeking over **$27.5 million** in damages for claims including breach of contract and fraudulent misrepresentation related to promised equity or compensation The company intends to defend vigorously against these claims[212](index=212&type=chunk) - In *Audet v. Green Tree International*, a plaintiff claims **10%** ownership of a subsidiary and seeks unspecified monetary damages The company believes the lawsuit is without merit[209](index=209&type=chunk) - The *Nykiah Thomas v. Security Consultants Group* case, alleging negligence in security services, has reached a settlement in principle and is anticipated to be dismissed during the second quarter of 2022[211](index=211&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This disclosure is not required for the company in this quarterly report - The company has indicated that this item is not required[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the quarter - The company reported "None" for this item[214](index=214&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, primarily consisting of certifications from the CEO and CFO as required by the Sarbanes-Oxley Act, and Inline XBRL documents for financial reporting - The exhibits filed with this report include the CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, along with the company's financial data in Inline XBRL format[221](index=221&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40146 FORIAN INC. (Exact name of registrant as specified in its charter) Delaware 85-3467693 (State of Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Iden ...

Forian Inc. (NASDAQ:FORA) Q4 2021 Earnings Conference Call March 24, 2022 4:30 PM ET Company Participants Max Wygod – Co-founder and Executive Chair Dan Barton – Chief Executive Officer Mike Vesey – Chief Financial Officer Conference Call Participants Max Wygod Good afternoon everyone and thank you for joining us today. Forian delivered a strong fourth quarter as we ended an eventful year. We created a strong momentum in our healthcare information segment, evidenced by our revenue growth in 2021 and our ini ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended SEPTEMBER 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40146 FORIAN INC. (Exact name of registrant as specified in its charter) Delaware 85-3467693 (State of Other Jurisdiction of incorporation or Organization) (I.R.S. Employer Iden ...

PART I. FINANCIAL INFORMATION Presents Forian Inc.'s unaudited condensed consolidated financial statements and management's discussion and analysis for the periods ended June 30, 2021, and December 31, 2020 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Forian Inc.'s unaudited condensed consolidated financial statements, including the Balance Sheets, Statements of Operations and Comprehensive Loss, Statements of Stockholders' Equity (Deficit), and Statements of Cash Flows, along with detailed notes explaining the company's business, accounting policies, recent business combination (Helix acquisition), and other financial details for the periods ended June 30, 2021, and December 31, 2020 (for balance sheet) or June 30, 2020 (for income statement, equity, and cash flows) [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details Forian Inc.'s financial position, including assets, liabilities, and stockholders' equity, as of June 30, 2021, and December 31, 2020 | ASSETS (Unaudited) | June 30, 2021 | December 31, 2020 | | :----------------- | :------------ | :---------------- | | Cash and cash equivalents | $4,763,324 | $665,463 | | Marketable securities | $12,505,118 | $11,501,844 | | Accounts receivable, net | $1,390,277 | $22,996 | | Contract assets | $582,597 | $196,701 | | Prepaid expenses | $930,172 | $120,979 | | Other assets | $450,000 | — | | **Total current assets** | **$20,621,488** | **$12,507,983** | | Property and equipment, net | $482,234 | $46,358 | | Intangible assets, net | $10,163,914 | — | | Goodwill | $8,700,912 | — | | Right of use assets, net | $988,674 | — | | Deposits and other assets | $344,920 | — | | **Total assets** | **$41,302,142** | **$12,554,341** | | LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) | June 30, 2021 | December 31, 2020 | | :----------------------------------------------- | :------------ | :---------------- | | Accounts payable | $1,977,152 | $647,601 | | Accrued expenses | $2,346,567 | $480,741 | | Short-term operating lease liabilities | $264,329 | — | | Notes payable | $18,054 | — | | Warrant liability | $752,888 | — | | Deferred revenues | $658,894 | $158,884 | | **Total current liabilities** | **$6,017,884** | **$1,287,226** | | Long-term operating lease liabilities | $737,701 | — | | **Total long-term liabilities** | **$737,701** | **—** | | **Total liabilities** | **$6,755,585** | **$1,287,226** | | Common Stock | $31,199 | $21,233 | | Additional paid-in capital | $52,264,976 | $17,514,907 | | Accumulated other comprehensive loss | $145,250 | — | | Accumulated deficit | $(17,894,868) | $(6,269,025) |\n| **Total stockholders' equity** | **$34,546,557** | **$11,267,115** | | **Total liabilities and stockholders' equity** | **$41,302,142** | **$12,554,341** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Presents Forian Inc.'s revenues, expenses, and net loss for the three and six months ended June 30, 2021, and 2020 | (Unaudited) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Revenues:** | | | | | | Information and Software | $3,763,671 | $108,750 | $5,172,649 | $175,417 | | Services | $492,336 | — | $588,647 | — | | Other | $291,978 | — | $407,298 | — | | **Total revenues** | **$4,547,985** | **$108,750** | **$6,168,594** | **$175,417** | | **Costs and Expenses:** | | | | | | Cost of revenue | $1,232,790 | — | $1,690,676 | — | | Research and development | $1,949,926 | $426,398 | $3,447,764 | $815,391 | | Sales and marketing | $1,177,035 | $55,978 | $1,776,010 | $111,044 | | General and administrative | $6,577,696 | $326,832 | $9,362,258 | $629,085 | | Depreciation and amortization | $595,488 | $1,419 | $783,072 | $1,873 | | Transaction related expenses | — | $90,506 | $1,210,279 | $90,506 | | **Total costs and expenses** | **$11,532,935** | **$901,133** | **$18,270,059** | **$1,647,899** | | **Loss From Operations** | **$(6,984,950)** | **$(792,383)** | **$(12,101,465)** | **$(1,472,482)** | | **Net Loss** | **$(7,134,196)** | **$(791,639)** | **$(11,625,843)** | **$(1,466,775)** | | Basic and diluted net loss per common share | $(0.23) | $(0.06) | $(0.42) | $(0.13) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Outlines changes in Forian Inc.'s stockholders' equity from January 1, 2021, to June 30, 2021, reflecting equity issuances and net loss - Total stockholders' equity increased significantly from **$11,267,115** at January 1, 2021, to **$34,546,557** at June 30, 2021. This increase was primarily driven by the issuance of Forian Common stock in the Helix Acquisition (**$18,454,784**), issuance of Forian common stock (**$11,968,652**), and stock-based compensation expense (**$3,612,728**), partially offset by a net loss of **$(11,625,843)**[12](index=12&type=chunk) | Stockholders' Equity (Unaudited) | Balance at January 1, 2021 | Balance at June 30, 2021 | | :--------------------------------- | :------------------------- | :----------------------- | | Common Stock (Par Value @$0.001) | $21,233 | $31,199 | | Additional Paid In Capital | $17,514,907 | $52,264,976 | | Accumulated Other Comprehensive Loss | — | $145,250 | | Accumulated Deficit | $(6,269,025) | $(17,894,868) | | **Total Stockholders' Equity** | **$11,267,115** | **$34,546,557** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes Forian Inc.'s cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2021, and 2020 | CASH FLOWS (Unaudited) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(8,248,764) | $(1,518,139) | | Net cash used in investing activities | $(18,269) | $(1,144,884) | | Net cash provided by financing activities | $12,294,355 | $3,315,700 | | Effect of foreign exchange rate changes on cash | $70,539 | — | | **Net change in cash** | **$4,097,861** | **$652,677** | | Cash and cash equivalents, beginning of period | $665,463 | $494 | | **Cash and cash equivalents, end of period** | **$4,763,324** | **$653,171** | - Net cash used in operating activities increased by **$6,730,625** for the six months ended June 30, 2021, compared to the same period in 2020, primarily due to scaling up operations from the initial start-up phase[197](index=197&type=chunk) - Net cash provided by financing activities increased by **$8,978,655**, mainly from the Company's equity issuance in April 2021[200](index=200&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of Forian Inc.'s business, accounting policies, and specific financial statement line items [Note 1 BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=9&type=section&id=Note%201%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) Describes Forian Inc.'s formation, the Helix acquisition, and its business of providing software, data, and analytics to healthcare and cannabis industries - Forian Inc. was incorporated in Delaware on October 15, 2020, as a subsidiary of Medical Outcomes Research Analytics, LLC (MOR) to effect a Business Combination[21](index=21&type=chunk)[22](index=22&type=chunk) - On March 2, 2021, Forian acquired Helix Technologies, Inc. (Merger), and MOR became a wholly owned subsidiary of Forian (Contribution), forming the Business Combination, with MOR deemed the accounting acquirer for financial reporting purposes[23](index=23&type=chunk)[24](index=24&type=chunk) - The Company provides innovative software solutions, proprietary data, and predictive analytics to optimize operational, clinical, and financial performance for customers in the healthcare and cannabis industries[21](index=21&type=chunk) [Note 2 BASIS OF PRESENTATION](index=9&type=section&id=Note%202%20BASIS%20OF%20PRESENTATION) Explains the preparation of condensed consolidated financial statements in accordance with U.S. GAAP and the inclusion of Helix's results from March 2, 2021 - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP, with certain footnotes condensed or omitted per Form 10-Q instructions[25](index=25&type=chunk) - The financial statements are presented as though the combination of Forian and MOR occurred at the beginning of the periods presented, and Helix's results are included from March 2, 2021 (Merger Closing Date)[27](index=27&type=chunk) [Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=Note%203%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Details key accounting policies, including consolidation, fair value measurements, revenue recognition, and treatment of software development costs - The Company's consolidated financial statements include MOR and its subsidiaries, and Helix and its subsidiaries from March 2, 2021[28](index=28&type=chunk) - Key accounting policies cover use of estimates, fair value measurements (Level 1, 2, 3 inputs), cash and cash equivalents, accounts receivable, long-lived assets impairment, goodwill impairment, business combinations (ASC 805-10), and revenue recognition (ASC 606)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - Revenue is generated from Information and Software, Services, and Other categories[47](index=47&type=chunk) - In 2020, revenue was exclusively from Information and Software (MOR), while in 2021, Helix's acquisition diversified revenue streams to include Services and Other[47](index=47&type=chunk) - The Company had no customers exceeding **10%** of total revenue for the three and six months ended June 30, 2021, but a single customer accounted for **46%** and **48%** of total revenue for the same periods in 2020, respectively[60](index=60&type=chunk) - The Company capitalizes software development costs incurred during the application development stage, amounting to **$266,410** as of June 30, 2021, compared to **$0** as of December 31, 2020[64](index=64&type=chunk) - Due to net losses, diluted loss per share is the same as basic loss per share for the periods presented[69](index=69&type=chunk) [Note 4 BUSINESS COMBINATION](index=18&type=section&id=Note%204%20BUSINESS%20COMBINATION) Outlines the acquisition of Helix Technologies, Inc. by Forian Inc. on March 2, 2021, including purchase consideration and preliminary purchase price allocation - On March 2, 2021, Forian acquired **100%** of Helix Technologies, Inc. for a total purchase consideration of **$18,454,784**[81](index=81&type=chunk)[82](index=82&type=chunk) - The acquisition was accounted for as a business combination under ASC 805[83](index=83&type=chunk) | Preliminary Purchase Price Allocation (Merger) | Amount | | :------------------------------------------- | :------- | | Total purchase price | $18,454,784 | | Total assets acquired | $14,879,407 | | Total liabilities assumed | $5,125,535 | | Estimated fair value of net assets acquired | $9,753,872 | | Goodwill | $8,700,912 | - Identified intangibles include Software Technology (useful lives of **2** and **7** years), Customer Relationships (**5** years), and Trade Names and Trademarks (**8** years), with a weighted average useful life of **5.47** years[85](index=85&type=chunk) - Transaction costs amounted to **$1,210,279** for the six months ended June 30, 2021[85](index=85&type=chunk) | Unaudited Pro Forma Results (Six Months Ended June 30) | 2021 | 2020 | | :----------------------------------------------------- | :--- | :--- | | Revenues | $8,177,502 | $6,072,716 | | Net loss | $(14,388,547) | $(6,140,962) | | Net loss per share (Basic and diluted) | $(0.47) | $(0.24) | [Note 5 MARKETABLE SECURITIES](index=19&type=section&id=Note%205%20MARKETABLE%20SECURITIES) Describes the classification and valuation of Forian Inc.'s marketable securities, primarily short-term U.S. Treasuries and money market funds - Marketable securities are classified as available-for-sale, stated at estimated fair value based on Level 1 inputs (current market quotes)[88](index=88&type=chunk) - The Company invests in short-term U.S. Treasuries and money market mutual funds, with fair value approximating cost as of June 30, 2021, and 2020[88](index=88&type=chunk) [Note 6 PREPAID EXPENSES](index=19&type=section&id=Note%206%20PREPAID%20EXPENSES) Details the composition and changes in Forian Inc.'s prepaid expenses, mainly software licenses and insurance policies - Prepaid expenses, primarily for software licenses and insurance policies (**3** months to **1** year duration), increased from **$120,979** at December 31, 2020, to **$930,172** at June 30, 2021[89](index=89&type=chunk) [Note 7 PROPERTY AND EQUIPMENT, NET](index=20&type=section&id=Note%207%20PROPERTY%20AND%20EQUIPMENT,%20NET) Presents the breakdown of Forian Inc.'s property and equipment, net of accumulated depreciation, and related expense changes | Property and Equipment, Net | June 30, 2021 | December 31, 2020 | | :-------------------------- | :------------ | :---------------- | | Personal computing equipment | $103,478 | $55,767 | | Furniture and equipment | $131,065 | — | | Software development costs | $266,410 | — | | Vehicles | $25,876 | — | | **Total** | **$526,829** | **$55,767** | | Less: Accumulated depreciation and amortization | $(44,595) | $(9,409) | | **Property and equipment, net** | **$482,234** | **$46,358** | - Depreciation and amortization expense significantly increased to **$38,986** for the six months ended June 30, 2021, from **$1,873** for the same period in 2020[91](index=91&type=chunk) [Note 8 INTANGIBLE ASSETS, NET](index=20&type=section&id=Note%208%20INTANGIBLE%20ASSETS,%20NET) Details Forian Inc.'s acquired intangible assets, including customer relationships, software technology, and tradenames, along with their amortization | Intangible Assets, Net (June 30, 2021) | Estimated Useful Life (Years) | Gross Carrying Amount at March 2, 2021 | Accumulated Amortization | Net Book Value at 6/30/2021 | | :----------------------------------- | :---------------------------- | :------------------------------------- | :----------------------- | :-------------------------- | | Customer Relationships | 5 | $5,243,000 | $(343,896) | $4,899,104 | | Software Technology | 2 | $1,170,000 | $(191,855) | $978,145 | | Software Technology | 7 | $4,109,000 | $(192,511) | $3,916,489 | | Tradenames and Trademarks | 8 | $386,000 | $(15,824) | $370,176 | | **Total** | | **$10,908,000** | **$(744,086)** | **$10,163,914** | - Amortization expense for purchased intangible assets was **$744,086** for the six months ended June 30, 2021, compared to **$0** for the same period in 2020, reflecting the impact of the Helix acquisition[92](index=92&type=chunk) [Note 9 ACCRUED EXPENSES](index=21&type=section&id=Note%209%20ACCRUED%20EXPENSES) Provides a breakdown of Forian Inc.'s accrued expenses, highlighting increases in employee compensation and other accruals | Accrued Expenses | June 30, 2021 | December 31, 2020 | | :----------------- | :------------ | :---------------- | | Employee compensation | $1,376,218 | $346,720 | | Accrued expenses | $970,349 | $8,825 | | Transaction-related | — | $125,196 | | **Total** | **$2,346,567** | **$480,741** | - Accrued expenses significantly increased from **$480,741** at December 31, 2020, to **$2,346,567** at June 30, 2021, primarily due to higher employee compensation and other accrued expenses, while transaction-related accrued expenses decreased to zero[94](index=94&type=chunk) [Note 10 WARRANT LIABILITY](index=21&type=section&id=Note%2010%20WARRANT%20LIABILITY) Explains the recognition and re-measurement of Forian Inc.'s warrant liability resulting from the Helix Merger - The Company recognized a warrant liability of **$752,888** as of June 30, 2021, resulting from the conversion of Helix warrants to Company common stock warrants during the Merger[95](index=95&type=chunk) - These warrants are classified as a liability and re-measured at fair value each reporting period[96](index=96&type=chunk) | Warrant Liability Changes | Amount | | :------------------------ | :------- | | Balance as of January 1, 2021 | $0 | | Fair value assumed in Helix Merger | $1,247,715 | | Change in fair value of warrant liability | $(494,827) | | **Balance as of June 30, 2021** | **$752,888** | [Note 11 STOCK-BASED COMPENSATION](index=22&type=section&id=Note%2011%20STOCK-BASED%20COMPENSATION) Details Forian Inc.'s stock-based compensation, including unvested restricted stock, stock options, and related expense recognition - Unvested equity interests of MOR were converted into **1,760,551** shares of unvested restricted common stock and units of the Company as of June 30, 2021[98](index=98&type=chunk)[99](index=99&type=chunk) - Additionally, **455,089** stock options from Helix were assumed, and **3,264,714** new options were granted, resulting in **3,703,329** options outstanding at June 30, 2021[101](index=101&type=chunk)[102](index=102&type=chunk) | Stock Compensation Expense | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $4,656 | — | $4,656 | — | | Research and development | $83,099 | $3,222 | $137,989 | $5,798 | | Sales and marketing | $174,919 | $1,128 | $206,663 | $2,029 | | General and administrative | $2,488,873 | $2,192 | $3,268,865 | $3,943 | | **Total** | **$2,751,547** | **$6,542** | **$3,618,173** | **$11,770** | - Total unrecognized stock compensation expense related to unvested awards was **$41,878,995** at June 30, 2021, expected to be recognized over approximately **3.69** years[104](index=104&type=chunk) [Note 12 STOCKHOLDERS' EQUITY](index=24&type=section&id=Note%2012%20STOCKHOLDERS'%20EQUITY) Describes the conversion of MOR equity interests to Forian common stock and the Company's April 2021 equity issuance - All MOR equity interests (Class A, Class B vested profit interests, Series S, Series S-1, and vested Restricted Class B units) were converted to Forian common stock on March 2, 2021, based on an exchange ratio of **1.7776** Forian shares per MOR unit[106](index=106&type=chunk) - In April 2021, the Company raised **$11,968,652** (net) from the sale of **1,194,743** common shares to institutional and accredited investors, including directors[110](index=110&type=chunk) [Note 13 NET LOSS PER SHARE](index=25&type=section&id=Note%2013%20NET%20LOSS%20PER%20SHARE) Presents Forian Inc.'s basic and diluted net loss per common share and the treatment of potentially dilutive securities | Net Loss Per Share (Unaudited) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to common shareholders | $(7,134,196) | $(791,639) | $(11,625,843) | $(1,466,775) | | Basic net loss per common share | $(0.23) | $(0.06) | $(0.42) | $(0.13) | | Diluted net loss per common share | $(0.23) | $(0.06) | $(0.42) | $(0.13) | | Weighted average common shares outstanding (Basic & Diluted) | 30,996,735 | 13,797,652 | 27,534,359 | 11,066,456 | - As of June 30, 2021, potentially dilutive securities totaled **5,587,967**, including warrants (**124,087**), stock options (**3,703,329**), and unvested restricted stock awards and units (**1,760,551**)[113](index=113&type=chunk) - These were excluded from diluted EPS calculation as their inclusion would be anti-dilutive due to net losses[113](index=113&type=chunk) [Note 14 RELATED PARTY TRANSACTIONS](index=25&type=section&id=Note%2014%20RELATED%20PARTY%20TRANSACTIONS) Details transactions between Forian Inc. and related parties, including promissory note conversions and director participation in equity issuance - Promissory notes totaling **$184,300** from family trusts of MOR directors were converted into **295,501** shares of Company common stock in March 2020[114](index=114&type=chunk) - Directors also participated in the April 2021 equity issuance, purchasing **560,461** shares for **$11.33** per share[116](index=116&type=chunk) - Adam Dublin, Chief Strategy Officer, received payments of **$90,065** and **$196,149** from a former vendor of MOR for the three and six months ended June 30, 2021, respectively, for consultancy that ended December 11, 2020[115](index=115&type=chunk) [Note 15 COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=Note%2015%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines Forian Inc.'s operating lease commitments and ongoing legal proceedings, including stockholder lawsuits related to the Helix merger - The Company has operating leases for office facilities in Florida, Washington, Colorado, and Argentina, with terms ranging from **one to five years**[118](index=118&type=chunk) - Short-term leases for offices in Pennsylvania, Massachusetts, and Virginia are on a month-to-month basis[120](index=120&type=chunk) | Lease Liabilities (June 30, 2021) | Amount | | :-------------------------------- | :------- | | Right of use assets, net | $988,674 | | Short-term operating lease liabilities | $264,330 | | Long-term operating lease liabilities | $737,701 | | **Total lease liabilities** | **$1,002,031** | | Weighted average remaining lease term | 3.47 years | | Weighted average discount rate | 8.5% | - Total operating lease costs for the six months ended June 30, 2021, were **$143,740**, significantly up from **$8,146** in the prior year[124](index=124&type=chunk) | Future Minimum Lease Payments (June 30, 2021) | Amount | | :-------------------------------------------- | :------- | | 2021 | $160,363 | | 2022 | $308,470 | | 2023 | $286,670 | | 2024 | $291,161 | | 2025 | $85,726 | | Thereafter | $14,288 | | **Total future minimum lease payments** | **$1,146,678** | | Less imputed interest | $(144,647) | | **Total** | **$1,002,031** | - The Company is involved in several legal proceedings, including a Fair Labor Standards Act lawsuit against Helix TCS, a claim of **10%** ownership in Green Tree International, and multiple stockholder lawsuits against Helix and Forian related to the Merger[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - The Company intends to vigorously defend these claims[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) [Note 16 SEGMENT RESULTS](index=28&type=section&id=Note%2016%20SEGMENT%20RESULTS) Presents Forian Inc.'s financial performance by operating segment: Information & Software, Services, and Other, and centrally managed costs - The Company operates in three segments: Information & Software, Services, and Other[132](index=132&type=chunk) - The chief operating decision-making group (CEO and CFO) reviews financial performance by segment[132](index=132&type=chunk) | Segment Revenue (Unaudited) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Information and Software | $3,763,671 | $108,750 | $5,172,649 | $175,417 | | Services | $492,336 | — | $588,647 | — | | Other | $291,978 | — | $407,298 | — | | **Total Revenue** | **$4,547,985** | **$108,750** | **$6,168,594** | **$175,417** | | **Segment Loss from Operations** | | | | | | Information and Software | $(2,751,043) | $(489,470) | $(4,979,667) | $(994,356) | | Services | $186,506 | — | $202,527 | — | | Other | $(98,122) | — | $(62,689) | — | | Centrally Managed Costs | $(4,322,291) | $(302,913) | $(7,261,636) | $(478,126) | | **Total Loss from Operations** | **$(6,984,950)** | **$(792,383)** | **$(12,101,465)** | **$(1,472,482)** | - Approximately **98%** of revenues for the three and six months ended June 30, 2021, were from customers in the United States[135](index=135&type=chunk) - All revenues in the prior year periods were from U.S. customers[135](index=135&type=chunk) [Note 17 SUBSEQUENT EVENTS](index=29&type=section&id=Note%2017%20SUBSEQUENT%20EVENTS) Confirms that Forian Inc. identified no subsequent events requiring adjustment or disclosure up to the financial statement issuance date - The Company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[136](index=136&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Forian Inc.'s financial condition and results of operations for the three and six months ended June 30, 2021 and 2020. It covers the company's business overview, key revenue and expense components, critical accounting policies, and a detailed comparison of financial performance, including non-GAAP Adjusted EBITDA. The discussion highlights the significant impact of the Helix acquisition on revenue growth and increased operating expenses due to scaling operations [Overview](index=30&type=section&id=Overview) Provides an overview of Forian Inc.'s formation, business combination, and its integrated platform for healthcare and cannabis industries - Forian Inc. was formed in October 2020 and completed a Business Combination on March 2, 2021, acquiring Helix Technologies, Inc. and integrating Medical Outcomes Research Analytics, LLC (MOR)[140](index=140&type=chunk)[141](index=141&type=chunk) - The company provides software solutions, data, and analytics to healthcare and cannabis industries, aiming to optimize operational and financial performance through an integrated platform[143](index=143&type=chunk)[144](index=144&type=chunk) - The COVID-19 pandemic has resulted in limited business disruption to date, with the company largely operating in a work-from-home environment, but future economic outlook remains uncertain[145](index=145&type=chunk) [Financial Operations Overview](index=31&type=section&id=Financial%20Operations%20Overview) Describes Forian Inc.'s revenue streams, cost of revenues, and key expense categories including R&D, sales & marketing, and G&A - Revenues are generated from Information and Software Products (licensing fees), Services (primarily government contracts, recognized upon milestone completion), and Other Products (security monitoring, web marketing, recognized monthly)[147](index=147&type=chunk) - Cost of revenues includes direct labor, hosting, and client service team costs[148](index=148&type=chunk) - Research and development focuses on new features and applications, with qualifying costs capitalized after prototyping[150](index=150&type=chunk) - Sales and marketing expenses cover staff salaries, commissions, and marketing programs, with plans for continued investment[151](index=151&type=chunk) - General and administrative expenses include salaries for administrative functions, professional fees, and other corporate expenses[152](index=152&type=chunk) - Depreciation and amortization relate to long-lived assets and identifiable intangibles from acquisitions, respectively[153](index=153&type=chunk) - Transaction related expenses are professional fees and other direct costs from the Helix acquisition[154](index=154&type=chunk) [Critical Accounting Policies and Use of Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) Highlights Forian Inc.'s critical accounting policies and the use of management judgments and estimates in financial reporting - Management's discussion relies on financial statements prepared under U.S. GAAP, requiring judgments and estimates in areas like revenue recognition, valuation of acquired assets and liabilities, and stock-based compensation[155](index=155&type=chunk) - These estimates are based on historical experience and market assumptions, with actual results potentially differing[155](index=155&type=chunk) [Results of Operations for the three and six months ended June 30, 2021 and 2020](index=33&type=section&id=Results%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030,%202021%20and%202020) Compares Forian Inc.'s financial performance for the three and six months ended June 30, 2021, and 2020, detailing revenue and expense changes [Comparison of Three Months Ended June 30, 2021 and 2020](index=33&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202021%20and%202020) Compares Forian Inc.'s revenues and expenses for the three months ended June 30, 2021, and 2020, highlighting the impact of the Helix acquisition | Financial Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | Change ($) | Change (%) | | :----------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenues | $4,547,985 | $108,750 | $4,439,235 | 4082% | | Cost of Revenues | $1,232,790 | $0 | $1,232,790 | N/A | | Research and Development | $1,949,926 | $426,398 | $1,523,528 | 357% | | Sales and Marketing | $1,177,035 | $55,978 | $1,121,057 | 2003% | | General and Administrative | $6,577,696 | $326,832 | $6,250,864 | 1912% | | Transaction Related Expenses | $0 | $90,506 | $(90,506) | -100% | | Loss from Operations | $(6,984,950) | $(792,383) | $(6,192,567) | 781% | - Revenue increase was primarily due to the Helix acquisition (**71%** of increase) and higher revenues from the Company's Information products (**29%** of increase)[159](index=159&type=chunk) - Increases in R&D, Sales & Marketing, and G&A expenses were driven by scaling products and management organization, stock-based compensation related to new hires post-public listing, and the inclusion of Helix acquisition expenses[161](index=161&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) [Comparison of Six Months Ended June 30, 2021 and 2020](index=34&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202021%20and%202020) Compares Forian Inc.'s revenues and expenses for the six months ended June 30, 2021, and 2020, detailing the impact of the Helix acquisition | Financial Metric | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | Change ($) | Change (%) | | :----------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenues | $6,168,594 | $175,417 | $5,993,177 | 3416% | | Cost of Revenues | $1,690,676 | $0 | $1,690,676 | N/A | | Research and Development | $3,447,764 | $815,391 | $2,632,373 | 323% | | Sales and Marketing | $1,776,010 | $111,044 | $1,664,966 | 1499% | | General and Administrative | $9,362,258 | $629,085 | $8,733,173 | 1388% | | Transaction Related Expenses | $1,210,279 | $90,506 | $1,119,773 | 1237% | | Loss from Operations | $(12,101,465) | $(1,472,482) | $(10,628,983) | 722% | - Revenue growth was primarily driven by the Helix acquisition (**70%** of increase) and higher revenues from the Company's Information products (**30%** of increase)[166](index=166&type=chunk) - Significant increases in R&D, Sales & Marketing, and G&A expenses were attributed to scaling products and management, stock-based compensation for new employees, and the inclusion of Helix acquisition expenses[168](index=168&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) [Non-GAAP Financial Measures](index=35&type=section&id=Non-GAAP%20Financial%20Measures) Discusses Forian Inc.'s use of Adjusted EBITDA as a non-GAAP financial measure for performance evaluation and internal decision-making - The Company uses Adjusted EBITDA (earnings before interest, taxes, non-cash, and other items) as a supplemental non-GAAP measure for internal decision-making, budgeting, and evaluating performance, including for incentive compensation programs[173](index=173&type=chunk)[174](index=174&type=chunk) - Adjusted EBITDA excludes depreciation and amortization, stock-based compensation expense, interest and investment income/expense, changes in fair value of warrant liability, transaction-related expenses, and income tax expense, as these are considered not directly correlated to underlying business operations or vary significantly between periods[177](index=177&type=chunk)[183](index=183&type=chunk) - Non-GAAP measures have limitations and should not be considered in isolation but in conjunction with U.S. GAAP financial measures[179](index=179&type=chunk)[181](index=181&type=chunk) | Adjusted EBITDA Reconciliation (Historical Unaudited) | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :--------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(7,134,196) | $(791,639) | $(11,625,843) | $(1,466,775) | | Depreciation & amortization | $595,488 | $1,419 | $783,072 | $1,873 | | Stock based compensation expense | $2,751,547 | $6,542 | $3,618,173 | $11,770 | | Change in fair value of warrant liability | $128,800 | — | $(494,827) | — | | Transaction related expenses | — | $90,506 | $1,210,279 | $90,506 | | Interest and investment income, net | $20,446 | $(744) | $19,205 | $(5,707) | | **Adjusted EBITDA** | **$(3,637,915)** | **$(693,916)** | **$(6,489,941)** | **$(1,368,333)** | [Three Months ended June 30, 2021 (Historical)](index=38&type=section&id=Three%20Months%20ended%20June%2030,%202021%20(Historical)) Presents Forian Inc.'s historical Adjusted EBITDA for the three months ended June 30, 2021, and 2020, highlighting increased losses due to investments - Historical Adjusted EBITDA for the three months ended June 30, 2021, was a loss of **$3,637,915**, an increase in loss of **$2,943,999** compared to a loss of **$693,916** for the same period in 2020[186](index=186&type=chunk) - This increase is primarily due to investments in product development, customer service, infrastructure, human capital, and the inclusion of the Helix acquisition[186](index=186&type=chunk) [Six Months ended June 30, 2021 (Historical)](index=39&type=section&id=Six%20Months%20ended%20June%2030,%202021%20(Historical)) Presents Forian Inc.'s historical Adjusted EBITDA for the six months ended June 30, 2021, and 2020, highlighting increased losses due to investments - Historical Adjusted EBITDA for the six months ended June 30, 2021, was a loss of **$6,489,941**, an increase in loss of **$5,121,608** compared to a loss of **$1,368,333** for the same period in 2020[188](index=188&type=chunk) - This increase is primarily due to investments in product development, customer service, infrastructure, human capital, and the inclusion of Helix[188](index=188&type=chunk) [Three Months ended June 30, 2021 (Pro Forma)](index=39&type=section&id=Three%20Months%20ended%20June%2030,%202021%20(Pro%20Forma)) Presents Forian Inc.'s pro forma revenues and Adjusted EBITDA for the three months ended June 30, 2021, and 2020, reflecting acquisition impact | Pro Forma Revenues | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | | :----------------- | :--------------------------- | :--------------------------- | | Information and Software | $3,763,671 | $2,378,605 | | Services | $492,336 | $283,732 | | Other | $291,978 | $286,544 | | **Total revenues** | **$4,547,985** | **$2,948,881** | - Pro forma revenues for the three months ended June 30, 2021, increased by **$1,599,104** to **$4,547,985**, compared to **$2,948,881** for the same period in 2020, primarily due to growth in the number of customers utilizing the Company's Information products[190](index=190&type=chunk) - Pro forma Adjusted EBITDA for the three months ended June 30, 2021, was a loss of **$3,637,915**, an increase in loss of **$1,997,053** compared to a loss of **$1,640,862** for the same period in 2020, primarily due to investments in product development, customer service, infrastructure, and human capital[191](index=191&type=chunk) [Six Months ended June 30, 2021 (Pro Forma)](index=39&type=section&id=Six%20Months%20ended%20June%2030,%202021%20(Pro%20Forma)) Presents Forian Inc.'s pro forma revenues and Adjusted EBITDA for the six months ended June 30, 2021, and 2020, reflecting acquisition impact | Pro Forma Revenues | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------- | :--------------------------- | :--------------------------- | | Information and Software | $6,801,326 | $4,784,373 | | Services | $822,336 | $651,455 | | Other | $553,840 | $636,888 | | **Total revenues** | **$8,177,502** | **$6,072,716** | - Pro forma revenues for the six months ended June 30, 2021, increased by **$2,104,786** to **$8,177,502**, compared to **$6,072,716** for the same period in 2020, primarily due to growth in the number of customers utilizing these products[192](index=192&type=chunk) - Pro forma Adjusted EBITDA for the six months ended June 30, 2021, was a loss of **$6,616,626**, an increase in loss of **$4,331,029** compared to a loss of **$2,285,597** for the same period in 2020, primarily due to investments in product development, customer service, infrastructure, and human capital[194](index=194&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Analyzes Forian Inc.'s liquidity sources, capital resources, and cash flow activities from operations, investing, and financing - Since inception, the Company has primarily financed operations and acquisitions through equity issuances, incurring losses and negative cash flows from operations[195](index=195&type=chunk) - As of June 30, 2021, principal liquidity sources were cash (**$4,763,324**) and marketable securities (**$12,505,118**)[195](index=195&type=chunk) [Cash Flows](index=40&type=section&id=Cash%20Flows) Summarizes Forian Inc.'s cash flow activities for the six months ended June 30, 2021, and 2020 | Cash Flow Summary | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :-------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(8,248,764) | $(1,518,139) | | Net cash used in investing activities | $(18,269) | $(1,144,884) | | Net cash provided by financing activities | $12,294,355 | $3,315,700 | | Effect of foreign exchange rate changes on cash | $70,539 | — | | **Net increase in cash and cash equivalents** | **$4,097,861** | **$652,677** | [Net Cash Used in Operating Activities](index=40&type=section&id=Net%20Cash%20Used%20in%20Operating%20Activities) Details the increase in net cash used in Forian Inc.'s operating activities for the six months ended June 30, 2021, due to scaling operations - Net cash used in operating activities increased by **$6,730,625** for the six months ended June 30, 2021, compared to the same period in 2020, primarily due to scaling up the Company's operations from the initial start-up phase[197](index=197&type=chunk) [Net Cash Used in Investing Activities](index=40&type=section&id=Net%20Cash%20Used%20in%20Investing%20Activities) Explains the decrease in net cash used in Forian Inc.'s investing activities for the six months ended June 30, 2021, due to asset purchases and sales - Net cash used in investing activities decreased by **$1,126,615** for the six months ended June 30, 2021, compared to the same period in 2020[198](index=198&type=chunk) - This was due to increased additions to property and equipment and marketable securities purchases, offset by higher sales of marketable securities and cash acquired from the Business Combination[198](index=198&type=chunk) [Net Cash Provided by Financing Activities](index=41&type=section&id=Net%20Cash%20Provided%20by%20Financing%20Activities) Details the increase in net cash provided by Forian Inc.'s financing activities for the six months ended June 30, 2021, primarily from equity issuance - Net cash provided by financing activities increased by **$8,978,655** for the six months ended June 30, 2021, compared to the same period in 2020, primarily due to cash proceeds from the Company's equity issuance in April 2021[200](index=200&type=chunk) [Off Balance Sheet Arrangements](index=41&type=section&id=Off%20Balance%20Sheet%20Arrangements) Confirms Forian Inc. has no off-balance sheet arrangements - The Company does not have any relationships or transactions that would constitute off-balance sheet arrangements[201](index=201&type=chunk) [Recent Accounting Pronouncements](index=41&type=section&id=Recent%20Accounting%20Pronouncements) States Forian Inc.'s assessment of recent accounting pronouncements and their anticipated immaterial impact - The Company has reviewed recently issued accounting pronouncements and does not anticipate a material impact on its financial statements from their adoption[202](index=202&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Forian Inc. is not required to provide quantitative and qualitative disclosures about market risk - Forian Inc. is a smaller reporting company and is not required to provide disclosures about market risk[203](index=203&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details Forian Inc.'s evaluation of its disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to previously identified material weaknesses. Remediation efforts are ongoing, and despite these weaknesses, management asserts that the financial statements fairly present the company's financial condition [Evaluation of Disclosure Controls and Procedures](index=41&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assesses the effectiveness of Forian Inc.'s disclosure controls and procedures, noting material weaknesses and ongoing remediation efforts - Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to material weaknesses in internal controls over financial reporting, as previously disclosed in the Annual Report on Form 10-K for December 31, 2020[205](index=205&type=chunk) - Remediation efforts are ongoing, including implementing changes and improvements to internal control over financial reporting, supplemented by additional finance resources from the Merger and engagement of outside firms[206](index=206&type=chunk) - These actions are expected to continue throughout 2021[206](index=206&type=chunk) - Despite the identified material weaknesses, management determined that the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present the company's financial condition, results of operations, and cash flows[208](index=208&type=chunk) [Changes in Internal Control Over Financial Reporting](index=42&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Reports on ongoing remediation efforts for material weaknesses in Forian Inc.'s internal control over financial reporting - Remediation efforts for previously reported material weaknesses were ongoing during the three months ended June 30, 2021[209](index=209&type=chunk) - No other material changes in internal control over financial reporting occurred during the six months ended June 30, 2021[209](index=209&type=chunk) PART II. OTHER INFORMATION Presents other required information for Forian Inc., including legal proceedings, equity sales, and exhibits [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) This section outlines the material legal proceedings Forian Inc. is currently involved in. These include a Fair Labor Standards Act lawsuit against Helix TCS, a claim of 10% ownership in Green Tree International, multiple stockholder lawsuits related to the Helix merger, and a negligence claim against Security Consultants Group, LLC. The Company intends to vigorously defend all claims - The Company is involved in several legal proceedings, including a Fair Labor Standards Act lawsuit against Helix TCS, a claim of **10%** ownership in Green Tree International, and multiple stockholder lawsuits against Helix and Forian related to the Merger[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk)[214](index=214&type=chunk) - Additionally, a negligence claim was filed against Security Consultants Group, LLC, a subsidiary of Forian[215](index=215&type=chunk) - The stockholder lawsuits allege violations of Section 14(a) and 20(a) of the Exchange Act, primarily concerning alleged failures to disclose material information in the Proxy Statement regarding the sales process, financial projections, and potential conflicts of interest[214](index=214&type=chunk) - While injunctions were sought, no motions to enjoin transactions were pursued, and one complaint was voluntarily dismissed[214](index=214&type=chunk) - The Company believes the lawsuits are without merit and will vigorously defend the claims[212](index=212&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Forian Inc. is not required to provide a detailed discussion of risk factors in this quarterly report - Forian Inc. is a smaller reporting company and is not required to provide risk factor information under Rule 12b-2 of the Securities Exchange Act of 1934[216](index=216&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's unregistered sale of equity securities in April 2021, where it raised $12,000,000 in gross proceeds through a PIPE Offering to accredited investors and directors. The shares were issued under exemptions from registration requirements - On April 12, 2021, the Company completed a PIPE Offering, issuing **1,191,743** shares of common stock to accredited investors and directors for aggregate gross proceeds of **$12,000,000**[217](index=217&type=chunk) - The shares were sold at **$8.95** per share to investors (**15%** discount to VWAP) and **$11.33** per share to directors (consolidated closing bid price)[217](index=217&type=chunk) - The offer and sale of these securities were exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act[220](index=220&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Forian Inc. reported no defaults upon senior securities for the period - There were no defaults upon senior securities[221](index=221&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Forian Inc - This item is not applicable[221](index=221&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) Forian Inc. reported no other information for the period - No other information was reported[221](index=221&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the Certificate of Incorporation, Bylaws, Securities Purchase Agreement, and various certifications (CEO, CFO) required by the Sarbanes-Oxley Act, along with Inline XBRL documents - Exhibits include the Certificate of Incorporation, Bylaws, Form of Securities Purchase Agreement (April 12, 2021), CEO and CFO certifications under Sections 302 and 906 of Sarbanes-Oxley Act, and Inline XBRL documents[222](index=222&type=chunk) SIGNATURES Confirms the official signing of the report by Forian Inc.'s Chief Executive Officer and Chief Financial Officer - The report was duly signed on August 16, 2021, by Daniel Barton, Chief Executive Officer, and Clifford A. Farren, Chief Financial Officer[224](index=224&type=chunk)[225](index=225&type=chunk)