Exhibit 99.1 Forian Inc. Announces Fourth Quarter and Full Year 2023 Financial Results Full year 2023 revenue grew 25% Full year 2023 Adjusted EBITDA of $2.3MM Newtown, PA, March 28, 2024 (GLOBE NEWSWIRE) – via NewMediaWire – Forian Inc. (Nasdaq: FORA), a provider of data science driven information and analytics solutions to the healthcare and life sciences industries, today announced results for the quarter and year ended December 31, 2023. "Forian finished the year by executing against our quarterly plan ...

NEWTOWN, PA, March 08, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- Forian Inc. (Nasdaq: FORA), a provider of data science driven information and analytics solutions to the healthcare and life sciences industries, will announce its fourth quarter and full year 2023 financial results on Thursday, March 28, 2024, after the close of the market. The Company will host a conference call and webcast at 4:30 p.m. (ET) on March 28, 2024, to discuss the results. To register for the conference call, click here. The we ...

NEWTOWN, PA, March 08, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- Forian Inc. (Nasdaq: FORA), a provider of data science driven information and analytics solutions to the healthcare and life sciences industries, will announce its fourth quarter and full year 2023 financial results on Thursday, March 28, 2024, after the close of the market. The Company will host a conference call and webcast at 4:30 p.m. (ET) on March 28, 2024, to discuss the results. To register for the conference call, click here. The we ...

PART I FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financials reflect a significant turnaround, shifting from a net loss to a $9.7 million net income for the first nine months of 2023, driven by strategic divestitures Condensed Consolidated Balance Sheet Highlights | Account | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $5,377,079 | $2,795,743 | | Marketable securities | $43,585,724 | $17,396,487 | | Total current assets | $58,488,611 | $26,916,028 | | Total assets | $58,792,289 | $46,258,167 | | **Liabilities & Equity** | | | | Total current liabilities | $7,460,852 | $8,352,575 | | Convertible notes payable, net | $24,665,944 | $25,106,547 | | Total liabilities | $32,126,796 | $33,835,691 | | Total stockholders' equity | $26,665,493 | $12,422,476 | Condensed Consolidated Statement of Operations Highlights | Metric | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $5,348,469 | $4,310,694 | $15,112,398 | $11,448,468 | | Operating Loss (Continuing) | $(807,268) | $(2,840,504) | $(4,683,605) | $(17,093,682) | | Net Income (Loss) | $4,342,091 | $(5,127,624) | $9,717,744 | $(22,415,257) | | Diluted EPS | $0.13 | $(0.16) | $0.30 | $(0.70) | Condensed Consolidated Statement of Cash Flows Highlights (Nine Months Ended Sep 30) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from operating activities | $1,328,275 | $(9,151,286) | | Net cash from investing activities | $2,361,052 | $(8,007,047) | | Net cash from financing activities | $(1,107,991) | $(71,207) | | Net change in cash | $2,581,336 | $(17,229,540) | - The company completed the sale of its BioTrack subsidiary on February 10, 2023, for **$30 million**, exiting the cannabis industry to focus on healthcare analytics, resulting in a **gain on sale of $11.5 million**[21](index=21&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - On July 21, 2023, the company sold its equity interest in a customer for **$5.8 million in cash**, recognizing a gain on the sale, with potential for an additional **$3.6 million in earnout payments**[50](index=50&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management highlights a successful strategic pivot to healthcare analytics, evidenced by revenue growth, cost reductions, and substantially strengthened liquidity from divestitures [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Revenue from continuing operations grew 32% to $15.1 million in the first nine months of 2023, with improved gross margins and significantly lower operating expenses Results of Operations from Continuing Operations (Nine Months Ended Sep 30) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $15,112,398 | $11,448,468 | +32.0% | | Cost of revenues | $3,891,482 | $3,853,486 | +1.0% | | Research and development | $1,100,657 | $3,315,506 | -66.8% | | Sales and marketing | $3,746,731 | $2,904,358 | +29.0% | | General and administrative | $10,393,016 | $13,003,158 | -20.1% | | Operating loss | $(4,683,605) | $(17,093,682) | +72.6% | - Revenue for the nine months ended Sep 30, 2023, **increased by 32% YoY**, primarily due to increased sales of information products to new and existing customers in the healthcare industry[152](index=152&type=chunk) - Gross profit as a percentage of revenues **increased to 74%** for the nine months ended Sep 30, 2023, compared to 66% for the same period in 2022, as many data infrastructure costs are fixed or semi-variable[153](index=153&type=chunk) - Separation expenses of **$5.4 million were recorded in 2022** related to the non-renewal of advisory agreements with former Helix executives, compared to $0.6 million in 2023 for a CEO resignation[157](index=157&type=chunk)[158](index=158&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA from continuing operations turned positive to $0.55 million for the first nine months of 2023, a $7.0 million improvement from the prior year's loss Reconciliation to Adjusted EBITDA (Continuing Operations, Nine Months Ended Sep 30) | Reconciliation Item | 2023 | 2022 | | :--- | :--- | :--- | | Net Income (loss) from continuing operations | $2,114,444 | $(17,291,885) | | Depreciation and amortization | $64,285 | $48,599 | | Stock based compensation expense | $4,920,572 | $10,581,021 | | Interest and investment income | $(1,666,786) | $(111,683) | | Interest expense | $630,547 | $633,041 | | Gain on sale of investment | $(5,805,858) | $0 | | Severance expense | $250,000 | $0 | | Income tax expense | $159,287 | $20,000 | | Other adjustments | $(115,239) | $(343,155) | | **Adjusted EBITDA** | **$551,252** | **$(6,464,062)** | - **Adjusted EBITDA for the nine months ended September 30, 2023, was $551,252**, an increase of $7,015,314 compared to a loss of $(6,464,062) for the same period in 2022[172](index=172&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved to $49.0 million in cash and marketable securities, bolstered by proceeds from asset sales and positive operating cash flow - As of September 30, 2023, the company's balance of **cash and marketable securities aggregated $49.0 million**[173](index=173&type=chunk) - Liquidity was significantly boosted by the sale of BioTrack for **$30.0 million** and the sale of a minority equity interest for **$5.8 million** in 2023[173](index=173&type=chunk) Cash Flows from Continuing Operations (Nine Months Ended Sep 30) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,387,350 | $(6,775,497) | | Net cash provided by (used in) investing activities | $2,361,052 | $(6,356,478) | | Net cash used in financing activities | $(1,107,991) | $(71,207) | [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Forian Inc. is not required to provide this information in its quarterly report - This item is not required for the registrant[187](index=187&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2023, due to material weaknesses, with remediation efforts underway - The company's CEO and CFO concluded that **disclosure controls and procedures as of September 30, 2023, remain ineffective** due to previously identified material weaknesses[189](index=189&type=chunk) - **Remediation efforts are underway**, including hiring additional personnel, engaging outside consultants, and implementing upgraded accounting and finance systems[191](index=191&type=chunk)[192](index=192&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending two significant lawsuits, one claiming subsidiary ownership and another from former employees seeking over $27.5 million in damages - In ***Audet v. Green Tree International***, a plaintiff claims 10% ownership of a subsidiary and seeks unspecified monetary damages, with a trial anticipated between January and March 2024[197](index=197&type=chunk) - In ***Grant Whitus et al. v. Forian Inc.***, former Helix employees are suing for **over $27.5 million in damages** related to claims of promised equity and compensation[198](index=198&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This item is not required for the company's quarterly report - This item is not required[199](index=199&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&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 reporting period - None reported[200](index=200&type=chunk) [Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[201](index=201&type=chunk) [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[202](index=202&type=chunk) [Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company did not report any other information for this period - None reported[203](index=203&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including required Sarbanes-Oxley certifications and Inline XBRL data files - The report lists filed exhibits, including **Sarbanes-Oxley certifications (31.1, 31.2, 32.1)** and Inline XBRL documents[204](index=204&type=chunk)

☒ 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 ...

Forian Inc. (NASDAQ:FORA) Q3 2022 Earnings Conference Call November 14, 2022 4:30 PM ET Company Participants Max Wygod - Co-Founder and Executive Chair Daniel Barton - Chief Executive Officer Michael Vesey - Chief Financial Officer Conference Call Participants Eric Martinuzzi - Lake Street Capital Operator Greetings, and welcome to Forian Inc. Third Quarter 2022 Financial Results Conference Call and Webcast. At this time all participants are in a listen-only mode. A question-and-answer session will follow t ...

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)